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 the Assignment. THIS 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 each of the Banks party to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of March 28, 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, modified and/or supplemented from time to time, the “Credit Agreement”), among the U.S. Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender), the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit 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 of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of the this Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BYThis Assignment shall be governed by, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITHand construed in accordance with, THE LAW OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW)the law of the State of New York. * * * EXHIBIT H-1 XXXXXXX X-0 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the Administrative Agent and each of the Banks party to the Credit Agreement referred to below Ladies and Gentlemen: AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made to that certain the Credit and Guaranty Agreement, dated as of March 28December [ ], 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 2018 (as so amended and restated and as the same may be further amended, restated, amended and restated, extended, supplemented or otherwise modified and/or supplemented in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the U.S. Borrower, Solvest, Ltd.consummation of the Acquisition, the lenders “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 (including the Lendertogether with one or more sub-agents or designees), the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit BankL/C Issuer. Unless otherwise defined herein, and is entitled to the benefits thereof and of the other Credit Documents (as terms defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms Agreement and used but not defined herein in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the respective meanings set forth 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 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 This Assignment and Acceptance and the rights and obligations of an executed counterpart of a signature page of this Assignment by telecopy the parties hereunder shall be effective as delivery of a manually executed counterpart governed by, and construed and interpreted in accordance with, the law of the AssignmentState of New York. THIS 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 B-2 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the Administrative Agent ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and each of the Banks party to the Credit Agreement referred to below Ladies Acceptance (this “Assignment and Gentlemen: Reference Acceptance”) is made to that certain Credit Agreement, dated as of March 28the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, 2003an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, 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, modified and/or supplemented from time to time, the an] “Credit AgreementAssignee”), among . [It is understood and agreed that the U.S. Borrower, Solvest, Ltd., rights and obligations of [the lenders from time to time party thereto (including the Lender), the other parties thereto Assignors][the Assignees]3 hereunder are several and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized not joint.]4 Capitalized terms used but not defined herein shall have the respective meanings given to them in the Credit Agreement identified 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 (the “Standard 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 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 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.

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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw 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. XXXXXXX X-0 FORM OF 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 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 February 3, 2017 (as such may be amended, restated, extended, supplemented or otherwise modified from time to time) by and among others, BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation, Xxxxx Fargo Bank, National Association, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents, and the Lender and each other Person from time to time party thereto as a lender thereunder. Capitalized terms used herein and not otherwise defined 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 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 the manner, and in the amounts as provided in the Credit Agreement and shall be subject to prepayment and acceleration as provided therein. The Administrative Agent’s books and records concerning the Revolving Loans and amounts owing in respect of Letters of Credit and Swing Loans, the accrual of interest and fees thereon, and the 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 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 release or substitution of Collateral) 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 ASSIGNMENT REVOLVING CREDIT NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDINGWITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, WITHOUT LIMITATION, BUT INCLUDING SECTION 5.1401 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). * * * EXHIBIT H-1 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To The Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Administrative Agent and each of the Banks party to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of March 28, 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, modified and/or supplemented from time to time, the “Credit Agreement”), among the U.S. Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender), the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the establishment and maintenance of their respective relationship with the Borrower contemplated by this Revolving Credit AgreementNote, 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). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreement.

General Provisions. This Assignment shall be binding upon, and inure Subject to the benefit 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 parties hereto 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 their respective successors 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 assigns. This Assignment 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 executed reasonably requested by the Seller or the Dragging Member in connection with any number Tag-Along Sale or the Drag-Along Sale, as the case may be, including, without limitation, written consents of counterpartsMembers, which together shall constitute one instrument. Delivery proxies, letters of an executed counterpart of a signature page of this Assignment transmittal, purchase agreements and Unit Transfer powers, in each case consistent with the certificates and documentation being delivered by telecopy shall be effective the Seller or the Dragging Member, as delivery of a manually executed counterpart of the Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BYcase may be, 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 provided that each of the Banks party participating Tag-Along Members or the Subject Parties, as applicable, shall be required 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 Credit Agreement referred to below Ladies and Gentlemen: Reference is Seller or the Dragging Member, as the case may be, but only so long as all indemnification obligations made to that certain Credit Agreementany party (including any seller representative, dated as if any) are several, not joint and several, in proportion to the consideration paid to each and the maximum indemnification obligation of March 28any 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, 2003and (vii) at the closing of such Tag-Along Sale or the Drag-Along Sale, 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 case may be further amended, restated, modified and/or supplemented from time to timebe, the “Credit Agreement”)participating Tag-Along Members or other Subject Parties shall deliver certificates for all Units to be sold, among exchanged or otherwise Transferred by such Persons, duly endorsed for Transfer or termination, to the U.S. Borrowerpurchaser against delivery of the appropriate purchase price. Notwithstanding anything to the contrary contained in this Section 9.10, Solvest, Ltd., if the lenders Seller or the Dragging Member agrees to escrow any amount of proceeds resulting from time to time party thereto (including a Tag-Along Sale or the Lender), the other parties thereto and Deutsche Bank AG New York BranchDrag-Along Sale, as Administrative Agent 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 Deposit Bankamount 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 is entitled notwithstanding anything to the benefits thereof and of the other Credit Documents (as defined contrary contained in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein this Section 9.10 no Class B Member shall have the respective meanings set forth be obligated to provide non-competition covenants in the Credit Agreementany Tag-Along Sale or Drag-Along Sale.

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 Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption shall be construed in accordance with and governed by the Assignmentlaw of the State of New York. THIS ASSIGNMENT SHALL BE GOVERNED BYEXHIBIT C GUARANTEE AGREEMENT made by THE GUARANTORS PARTY HERETO FROM TIME TO TIME in favor of JPMORGAN CHASE BANK, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITHN.A., THE LAW OF THE STATE OF NEW YORK (INCLUDINGas Collateral Agent Dated as of [ ], WITHOUT LIMITATION2015 GUARANTEE AGREEMENT GUARANTEE AGREEMENT, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW). * * * EXHIBIT H-1 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT dated as of [ ] To the Administrative Agent and ], 2015, made by each of the Banks 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 Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain “Collateral Agent”) for the Secured Parties in connection with the Credit Agreement, dated as of March 28October 7, 20032015 (as amended, 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, modified and/or supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”), among The Match Group, Inc. (the U.S. “Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender”), the banks and other financial institutions or entities parties thereto and Deutsche Bank AG New York Branchas “Lenders” (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent and Deposit BankAgent”), and is entitled to the benefits thereof and of the certain other Credit Documents (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreementparties.

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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw of the State of New York. THIS 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 H FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the Administrative Agent GUARANTY AGREEMENT THIS GUARANTY AGREEMENT dated as of June 21, 2011 is executed and delivered by each of the Banks undersigned and the other Persons from time to time party hereto pursuant to the Credit execution and delivery of an Accession Agreement referred to below Ladies in the form of Annex I hereto (all of the undersigned, together with such other Persons each a “Guarantor” and Gentlemen: Reference is made to 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, Agreement dated as of March 28June 21, 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 2011 (as so amended and restated and as the same may be further amended, restated, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), among ; capitalized terms used herein and not otherwise defined shall have the U.S. Borrower, Solvest, Ltd., the lenders from time meanings ascribed to time party thereto (including the Lender), the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined such terms in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have by and among AmeriGas Propane, L.P., a Delaware limited partnership (the respective meanings set forth in “Borrower”), AmeriGas Propane, Inc., a Pennsylvania corporation (the Credit Agreement“General Partner”), the financial institutions party thereto and their assignees under Section 14.10 thereof (the “Lenders”), the Administrative Agent, and the other parties thereto, for its benefit and the benefit of 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 (the Administrative Agent, the Lenders, the Swingline Lender, the Issuing Lender, such Affiliates and such other Persons each individually a “Guarantied Party” and collectively, the “Guarantied 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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw of the State of North Carolina. THIS ASSIGNMENT SHALL BE GOVERNED BYEXHIBIT D [FORM OF] SUBSIDIARY GUARANTY AGREEMENT SUBSIDIARY GUARANTEE AGREEMENT dated as of August 3, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH2007, 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 among each of the Banks party to 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 AMERICA, N.A., as administrative agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below Ladies and Gentlemen: below). Reference is made to that certain the Revolving Credit Agreement, Agreement dated as of March 28August 3, 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 2007 (as so amended and restated and as the same may be further amended, restated, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), among the U.S. Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender)“Lenders”) and Bank of America, the other parties thereto and Deutsche Bank AG New York BranchN.A., as Administrative Agent for the Lenders, swingline lender and Deposit issuing bank (in such capacity, the “Issuing Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement”). Unless otherwise indicated herein, capitalized Capitalized terms used but herein and not defined herein shall have the respective meanings set forth assigned to such terms in the Credit Agreement.. The Lenders have agreed to make Loans to the Borrower, and the Issuing Bank has agreed to issue Letters of Credit for the account of the Borrower, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. 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 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 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 Assignment 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 AssignmentState of New York. THIS 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 TALF Master Loan and Security Agreement Appendix 3A-4 APPENDIX 3B: FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the Administrative Agent ASSIGNMENT AND ASSUMPTION (ASSIGNMENT BY XXXXXXXX) This Assignment and each of the Banks party to the Credit Agreement referred to below Ladies Assumption (this “Assignment and Gentlemen: Reference Assumption”) is made to that certain Credit Agreement, dated as of March 28, 2003, amended the Effective Date set forth below and restated as of April 18, 2005, further amended is entered into by 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 between the Assignor identified in item 1 below (as so amended and restated and as the same may be further amended, restated, modified and/or supplemented from time to time, the “Credit Assignor”) and the Assignee identified in item 2 below (the “Assignee”), through their respective Applicable TALF Agents, pursuant to the Master Loan and Security Agreement identified below (the “Loan Agreement”), among the U.S. Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender), the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized Capitalized terms used but not defined herein shall have the respective 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 if set forth herein in full. For an agreed consideration, the Credit 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 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 the this Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BYThis Assignment shall be governed by, and construed in accordance with, the laws of the State of New York. EXHIBIT F TO CREDIT 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 GUARANTY AGREEMENT FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the Administrative Agent and each of the Banks party to the Credit Agreement referred to below Ladies and Gentlemen: CERTIFICATE RE NON-BANK STATUS Reference is made to that certain the Credit and Guaranty Agreement, dated as of March 289, 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 2007 (as so amended and restated and as the same it may be further amended, restated, modified and/or supplemented from time to timeor otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the U.S. BorrowerRELIANT PHARMACEUTICALS, SolvestINC. (“Company”), Ltd.CERTAIN SUBSIDIARIES OF COMPANY, as Guarantor Subsidiaries, the lenders Lenders party thereto from time to time party thereto (including the Lender), the other parties thereto and Deutsche Bank AG New York BranchXXXXXXX XXXXX CREDIT PARTNERS L.P., as Lender, Sole Lead Arranger, Sole Bookrunner, Syndication Agent, Administrative Agent and Deposit Bank, and is entitled Collateral Agent. Pursuant to the benefits thereof and Section 2.20(c) of the other Credit Documents (as defined in 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. Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreement.[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 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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw of the State of New York. THIS 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 B FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the COMPLIANCE CERTIFICATE Financial Statement Date:_____________, To: JPMorgan Chase Bank, N.A., as Administrative Agent and each of the Banks party to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement, dated as of March 28September 11, 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 2013 (as so amended and restated and as the same may be further amended, restated, extended, supplemented or otherwise modified and/or supplemented in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), among Tupperware International Holdings B.V., a private limited liability company organized under the U.S. laws of the Netherlands (the “Subsidiary Borrower, Solvest, Ltd.”), the lenders Lenders from time to time party thereto (including the Lender)thereto, the other parties thereto and Deutsche Bank AG New York BranchJPMorgan Chase Bank, N.A., as Administrative Agent Agent, Swingline Lender and Deposit Issuing Bank. The 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 entitled authorized to execute and deliver this Certificate to the benefits thereof and Administrative Agent on the behalf of the other Credit Documents (as defined in the Credit Agreement). Unless otherwise indicated hereinBorrower, capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreement.and that: [Use following paragraph 1 for fiscal year-end financial statements]

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 the Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BYbusiness located at 0 xxx Xxxxxxxxxxx, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH00000 Xxxxxxxxx, THE LAW OF THE STATE OF NEW YORK Xxxxxx (INCLUDINGhereinafter, WITHOUT LIMITATION, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW). * * * EXHIBIT H-1 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the Administrative Agent "AL-aT") and each of the Banks party any company proposing or undertaking to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of March 28, 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 sell such SUPPLIES (as so amended and restated and as the same may be further amended, restated, modified and/or supplemented from time to timehereinafter, the “Credit Agreement”), among the U.S. Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender), the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit AgreementSUPPLIER"). Unless 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, unless otherwise indicated hereinagreed by the Parties, capitalized terms used but not defined herein shall have acceptance by the respective meanings SUPPLIER of a purchase order issued by AL-aT as set forth in Article 3 of the Credit Agreementpresent 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 “PARTICULAR CONDITIONS”). The following documents, listed in descending order of priority in case of conflict or discrepancies, constitute the entire agreement of the Parties (hereinafter, the “CONTRACT”): ● 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).

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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw of the State of New York. THIS 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 TO CREDIT AGREEMENT FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To NOTE , FOR VALUE RECEIVED, the Administrative Agent and each undersigned, a Delaware limited partnership (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Banks party to the Credit Agreement referred (as hereinafter defined), the principal amount of each Loan (other than Swingline Loans) from time to below Ladies and Gentlemen: Reference is time made by the Lender to the Borrower under that certain Credit Agreement, dated as of March 28November 25, 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 2014 (as so amended and restated and as the same may be further amended, restated, amended and restated, extended, supplemented or otherwise modified and/or supplemented in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among the U.S. Borrower, Solvest, Ltd., the lenders Lenders from time to time party thereto (including thereto, and HSBC Bank USA, National Association, as the Lender)Administrative Agent, the Collateral Agent, a Swingline Lender and an Issuing Bank, and each other parties thereto 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 Deutsche Bank AG New York Branch, 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 Deposit Bank, before as well as after judgment) computed at the per annum rate set forth in Section 2.8(c) of the Credit Agreement. This Note is subject to mandatory prepayments and to voluntary prepayments and to all other terms and conditions as provided in the Credit Agreement. This Note is one of the promissory notes referred to in the Credit Agreement and is entitled to the benefits thereof and thereof. This Note is also entitled to the benefits of the other Credit Documents (as defined 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). Unless otherwise indicated herein, capitalized terms used but not defined herein all amounts then remaining unpaid on this Note shall have the respective meanings set forth become, or may be declared to be, immediately due and 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 Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans (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 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 any one occasion shall not be construed as a bar to any right or remedy that the 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 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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaws of the State of New York. THIS 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 E-2 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ AFFILIATED LENDER NOTICE [●] To the Administrative Agent and each of the Banks party to the Credit Agreement referred to below Ladies and GentlemenRe: Reference is made to that certain the Amended and Restated Credit Agreement, dated as of March 28January 24, 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 2020 (as so amended and restated and as the same may be further amended, restated, extended, supplemented or otherwise modified and/or supplemented in writing from time to time, the “Credit Agreement”), among C&W Senior Secured Parent Limited, as the U.S. BorrowerCompany and Guarantor, SolvestSable International Finance Limited, Ltd.an exempted company incorporated under the laws of the Cayman Islands, and Coral-US Co-Borrower LLC, a limited liability company organized under the laws of Delaware, as Initial Borrowers and Guarantors, the lenders other Guarantors from time to time party thereto (including the Lender)thereto, the other parties thereto and Deutsche The Bank AG New York Branchof Nova Scotia, as Administrative Agent and Deposit BankSecurity Trustee, each Lender from time to time party thereto, and is entitled to the benefits thereof The Bank of Nova Scotia, as L/C Issuer and of the other Credit Documents (as defined in the Credit Agreement)Swing Line Lender. Unless otherwise indicated herein, capitalized Capitalized terms used but herein and not otherwise defined herein shall have the respective meanings set forth assigned to such terms in the Credit Agreement.. Ladies and Gentlemen: The undersigned (the “Proposed Affiliate Assignee”) hereby gives you notice, pursuant to Section 10.07(k)(v) of the Credit Agreement, that:

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 the this Assignment. THIS This Assignment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to conflict of laws principles thereof. EXHIBIT C-2 TO CREDIT AGREEMENT AFFILIATED LENDER ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK ACCEPTANCE AGREEMENT This Affiliated Lender Assignment and Acceptance Agreement (INCLUDING, WITHOUT LIMITATION, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAWthis “Assignment”) is dated as of 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”). * * * EXHIBIT H-1 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To Capitalized terms used but not defined herein shall have the Administrative Agent and each of the Banks party meanings given to them in the Credit Agreement referred to identified below Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of March 28, 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, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), among receipt of a copy of which is hereby acknowledged by the U.S. Borrower, Solvest, Ltd.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, the lenders from time Assignor hereby irrevocably sells and assigns to time party thereto (including the Lender), the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit BankAssignee, and is entitled the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the benefits thereof Standard Terms and of the other Credit Documents (as defined in Conditions and the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective meanings set forth 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) 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, 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 Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment, 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 Assignment and Assumption. This Assignment and Assumption and the Assignmentrights 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 York 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. THIS 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 E-1 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the Administrative Agent and each of the Banks party to the Credit Agreement referred to below Ladies and Gentlemen: 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 that certain the Mezzanine Credit Agreement, dated as of March 28July 31, 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 2008 (as so amended and restated and as the same may be further amended, restated, supplemented or otherwise modified and/or supplemented from time to time, the “Mezzanine Credit Agreement”), among Explorer Investor Corporation, a Delaware corporation, Explorer Merger Sub Corporation, a Delaware corporation, Booz Xxxxx Xxxxxxxx Inc., a Delaware corporation (the U.S. “Borrower, Solvest, Ltd.”), the lenders several banks and other financial institutions or entities from time to time party thereto (including the Lender)parties thereto, the other parties thereto and Deutsche Bank AG New York BranchCredit Suisse, as Administrative Agent (in such capacity, the “Administrative Agent”) and Deposit BankCredit Suisse Securities (USA) LLC, Banc of America Securities LLC and is entitled to the benefits thereof Xxxxxx Brothers Inc., as Joint Lead Arrangers and of the other Credit Documents (as Joint Bookrunners. Unless otherwise defined herein, terms defined in the Mezzanine Credit Agreement). Unless otherwise indicated herein, capitalized terms Agreement and used but not defined herein shall have the respective meanings set forth 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 Non-US Lender hereby represents and warrants 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 or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance, and the Assignmentrights 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. THIS ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, ANNEX 1-2 TO THE LAW OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW). * * * EXHIBIT H-1 CREDIT AGREEMENT FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT PROMISSORY NOTE (REVOLVING CREDIT LOANS) $ New York, New York [ , 20 ] To FOR VALUE RECEIVED, the Administrative Agent and each 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 Banks party to the Credit Agreement referred (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 below Ladies and Gentlemen: Reference is made to the Borrower under that certain Credit Agreement, dated as of March 28October 3, 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 2016 (as so amended and restated and as the same may be further amended, restated, modified and/or 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 limited liability company, the U.S. Borrower, Solvest, Ltd., the lenders Lenders and Letter of Credit Issuers party thereto from time to time party thereto 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 (including and before as well as after judgment) at the Default Rate. The Revolving Credit 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 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”), hereby unconditionally promises to pay to [Term 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 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 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 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 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”), 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 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 Term C 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 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 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 “Borrower”) and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit AgreementCollateral 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 Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the Assignmentlaw of the State of New York. (Remainder of page intentionally left blank) EXHIBIT H-1 TO CREDIT AGREEMENT FORM OF 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 Agreement, dated as of May 10, 2018 (as amended, restated, amended and 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 the Borrower, Talos Energy Inc., a Delaware corporation, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Swingline Lender, 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 (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 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 (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 Agreement. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans (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 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 any one occasion shall not be construed as a bar to any right or remedy that the 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 ASSIGNMENT NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED INTERPRETED IN ACCORDANCE WITH, THE LAW LAWS 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 each of the Banks party to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of March 28, 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, modified and/or supplemented from time to time, the “Credit Agreement”), among the U.S. Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender), the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit AgreementYORK.

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 Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the Assignmentlaws of the State of Texas. THIS 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 B FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ COMPLIANCE CERTIFICATE [For Fiscal Quarter Ended ] To the Administrative Agent and each of the Banks party to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Credit Agreement, [For Fiscal Year Ended ] This certificate dated as of March 28, 2003, amended and restated is prepared pursuant to the Second Lien Credit Agreement dated as of April 18December 19, 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 2016 (as so amended and restated and as the same may be further amended, restated, amended and restated, supplemented, or otherwise modified and/or supplemented from time to time-to-time, the “Credit Agreement”) among Xxxxxxxx Energy Services LP, a Delaware limited partnership (together with its permitted successors and assigns, the “Borrower”), among certain subsidiaries of the U.S. Borrower, Solvest, Ltd.as guarantors, the lenders from time to time party thereto (including the Lender“Lenders”), the other parties thereto and Deutsche Bank AG New York BranchCortland Capital Market Services LLC, as Administrative Agent and Deposit Bankfor such Lenders (in such capacity, and is entitled to the benefits thereof and of the other Credit Documents (as “Administrative Agent”). Unless otherwise defined in this certificate, capitalized terms that are defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein Agreement shall have the respective meanings set forth assigned to them by the Credit Agreement. The Borrower hereby certifies (a) that no Default or Event of Default has occurred or is continuing (b) that all of the representations and warranties made by each of the Loan Parties in the Credit Agreement.Agreement and the 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 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 date hereof, the following amounts and calculations were true and correct:

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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw of the State of Texas. THIS ASSIGNMENT SHALL BE GOVERNED BY, Exhibit A — Form of Assignment and Assumption EXHIBIT B TO AMENDED 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 RESTATED CREDIT AGREEMENT FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the Administrative Agent and each of the Banks party to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Credit AgreementCOMPLIANCE CERTIFICATE FOR THE PERIOD FROM , 200__ TO , 200__ This certificate dated as of March 28, 2003, amended is prepared pursuant to the 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 Restated Credit Agreement dated as of March 2, 2010 2006 (as so amended and restated and as the same may be further amended, restatedsupplemented, restated or otherwise modified and/or supplemented from time to time, the “Credit Agreement”) among MARINER ENERGY, INC., a Delaware corporation (the “Parent”), among MARINER ENERGY RESOURCES, Inc., a Delaware corporation (“MER” and together with the U.S. Parent, collectively, the “Borrowers” and individually, a “Borrower, Solvest, Ltd.”), the lenders party thereto from time to time party thereto (including the Lender“Lenders”), the other parties thereto and Deutsche Bank AG New York BranchUNION BANK OF CALIFORNIA, N.A., as administrative agent for such Lenders (in such capacity, the “Administrative Agent Agent”) and Deposit Bankas issuing lender. Unless otherwise defined in this certificate, and is entitled to the benefits thereof and of the other Credit Documents (as capitalized terms that are defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein Agreement shall have the respective meanings set forth assigned to them by the Credit Agreement. Each of the undersigned hereby certifies (a) that no Default or Event of Default has occurred or is continuing, (b) that all of the representations and warranties made by the Borrowers in the Credit Agreement.Agreement and the other Loan Documents are true and correct in all material respects as if made on 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 below, and (2) as of the last 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 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 the Assignmentthis Assignment and Assumption. THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW)YORK. * * * EXHIBIT H-1 B-1 [FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ BORROWING SUBSIDIARY AGREEMENT] To 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 Administrative Agent and each “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 Banks party Loans made by the Lender to the Borrower under the Credit Agreement referred (as defined below), when and 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 below Ladies the accounts specified in the Credit Agreement, in immediately available funds. All Loans made by the Lender, and Gentlemen: Reference 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 made one of the promissory notes issued pursuant to that certain the Bridge Credit Agreement, dated as of March 28September [ ], 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 2014 (as so amended and restated and as the same may be further amended, restated, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), among the U.S. BorrowerCDK Global Holdings, Solvest, Ltd.LLC, the lenders Lenders from time to time party thereto (including the Lender)and JPMorgan Chase Bank, the other parties thereto and Deutsche Bank AG New York BranchN.A., as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement)Agent. Unless otherwise indicated herein, capitalized Capitalized terms used but not defined herein shall have the respective meanings set forth 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 (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 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 the 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 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 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 “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 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 “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 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 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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw of the Texas. THIS 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 G FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ DELAYED DRAW TERM LOAN NOTE [See Attached] To EXHIBIT G FORM OF DELAYED DRAW TERM LOAN PROMISSORY NOTE Principal: $[●] Date: [●] FOR VALUE RECEIVED, the Administrative Agent undersigned ATLAS SAND COMPANY, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Borrower”), promises to pay to the order of STONEBRIAR COMMERCIAL FINANCE LLC, a Delaware limited liability company (together with the respective successors, assigns, and subsequent holders of this Delayed Draw Term Loan Note, “Lender”), at 0000 Xxxxxxx Xxxxxxx, Xxxxx 0000, Xxxxx, Xxxxx 00000, or as Lender or the holder hereof may otherwise designate in writing, the principal amount of [●] and No/100 Dollars ($[●])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 Banks party to United States and in immediately available funds. This Delayed Draw Term Loan Note is one of the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to Delayed Draw Term Loan Notes referenced in that certain Credit Agreement, dated as of March 28July 31, 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 2023 (as so amended and restated and as the same may be further amended, restated, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), among the U.S. Borrower, Solvest, Ltd., the lenders Lenders from time to time party thereto (including the Lender)thereto, the other parties thereto and Deutsche Bank AG New York BranchStonebriar Commercial Finance, LLC, a Delaware limited liability company, as Administrative Agent and Deposit BankAgent. Capitalized terms used, and is entitled to the benefits thereof and of the other Credit Documents (as but not expressly defined herein that are defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein Agreement shall have the respective meanings as set forth in the Credit Agreement.. Borrower shall have the right to voluntarily prepay all or a portion of this Delayed Draw Term Loan Note on 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 “Prepayment 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 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 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 “Total 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) the maturity of any Obligation is accelerated for any reason, (b) any Obligation is prepaid and as 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 shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignment. THIS 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 each law of the Banks party to State of New York. EXHIBIT B [Form of] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and Assumption (the Credit Agreement referred to below Ladies “Assignment and Gentlemen: Reference Assumption”) is made to that certain Credit Agreement, dated as of March 28, 2003the 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, 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, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), among receipt of a copy of which is hereby acknowledged by the U.S. Borrower, Solvest, Ltd.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, the lenders from time Assignor hereby irrevocably sells and assigns to time party thereto (including the Lender), the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit BankAssignee, and is entitled the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the benefits thereof Standard Terms and of the other Credit Documents (as defined in Conditions and the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have as of the respective meanings set forth Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the 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 such facility) 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) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaws of the State of New York. THIS 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 I FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the [ALTERNATIVE]46 LETTER OF CREDIT REPORT Date: ___________, 20___ To: The Bank of Nova Scotia, as Administrative Agent and each of the Banks party to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement, dated as of March 28January 24, 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 2020 (as so amended and restated and as the same may be further amended, restated, extended, supplemented or otherwise modified and/or supplemented in writing from time to time, the “Credit Agreement”), among C&W Senior Secured Parent Limited, as the U.S. BorrowerCompany and Guarantor, SolvestSable International Finance Limited, Ltd.an exempted company incorporated under the laws of the Cayman Islands, and Coral-US Co-Borrower LLC, a limited liability company organized under the laws of Delaware, as Initial Borrowers and Guarantors, the lenders other Guarantors from time to time party thereto (including the Lender)thereto, the other parties thereto and Deutsche The Bank AG New York Branchof Nova Scotia, as Administrative Agent and Deposit BankSecurity Trustee, each Lender from time to time party thereto, and is entitled to the benefits thereof The Bank of Nova Scotia, as L/C Issuer and of the other Credit Documents (as defined in the Credit Agreement)Swing Line Lender. Unless otherwise indicated herein, capitalized Capitalized terms used but herein and not otherwise defined herein shall have the respective meanings set forth assigned to such terms in the Credit Agreement. 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 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 “[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 Bank of Nova Scotia as Administrative Agent (the “Administrative Agent”) and Security Trustee (the “Security Trustee”) under the amended and restated credit agreement dated as 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 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 the Assignmentthis Assignment and Assumption. THIS ASSIGNMENT AND ASSUMPTION AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5.1401 REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE GENERAL OBLIGATIONS APPLICATION OF A DIFFERENT GOVERNING LAW). * * * EXHIBIT H-1 B FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the Administrative Agent AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and each of the Banks party to the Credit Agreement referred to below Ladies Assumption (this “Assignment and Gentlemen: Reference Assumption”) is made to that certain Credit Agreement, dated as of March 28the Effective Date set forth below and is entered into by and between [the][each](17) Assignor identified in item 1 below ([the][each, 2003an] “Assignor”) and [the][each](18) Assignee identified in item 2 below ([the][each, 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, modified and/or supplemented from time to time, the an] “Credit AgreementAssignee”), among . [It is understood and agreed that the U.S. Borrower, Solvest, Ltd., rights and obligations of [the lenders from time to time party thereto (including the Lender), the other parties thereto Assignors][the Assignees](19) hereunder are several and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized not joint.](20) Capitalized terms used but not defined herein shall have the respective meanings given to them in the Credit Agreement (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 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”).

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 the this Assignment. THIS 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 This Assignment and the Administrative Agent rights and each obligations of the Banks party to Parties hereunder shall be governed by, and construed in accordance with, the Credit Agreement referred to below Ladies and Gentlemen: internal laws of the State of New York. EXHIBIT E TO SENIOR SUBORDINATED TERM LOAN AND GUARANTY AGREEMENT [FORM OF] CERTIFICATE RE NON-BANK STATUS Reference is made to that certain Credit the Senior Subordinated Term Loan and Guaranty Agreement, dated as of March 28February 7, 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 2019 (as so amended and restated and as the same it may be further amended, restated, modified and/or supplemented from time to timeor otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the U.S. BorrowerOZ MANAGEMENT LP, Solvesta Delaware limited partnership (“OZM”), Ltd.as 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 lenders “Borrowers”, and each a “Borrower”), as a Borrower and as a Guarantor, the other Guarantors party thereto from time to time time, as Guarantors, the Lenders party thereto (including the Lender)from time to time, the other parties thereto and Deutsche Bank AG New York BranchWILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and Deposit BankXXXXXX X. OCH, and is entitled as the Initial Lender Representative. Pursuant to the benefits thereof and Section 2.16(f) of the other Credit Documents (as defined in 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. Unless otherwise indicated herein[NAME OF LENDER] By: Name: Title: EXHIBIT F TO SENIOR SUBORDINATED TERM LOAN AND GUARANTY AGREEMENT [FORM OF] CLOSING DATE CERTIFICATE February 7, capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreement.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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignment. THIS 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 each law of the Banks party State of New York. to the Amended and Restated Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of March 28June 27, 20032017 by and among Switch, amended Ltd., as Borrower, the lenders party thereto, as Lenders, and restated Xxxxx Fargo Bank, National Association, as Administrative Agent FORM OF 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 Agreement dated as of April 18June 27, 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 2017 (as so amended and restated and as the same may be further amended, restated, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), by and among the U.S. Borrower, SolvestSwitch, Ltd., a Nevada limited liability company (the lenders from time to time party thereto (including the Lender“Borrower”), the other parties thereto lenders who are or may become a party thereto, as Lenders, and Deutsche Bank AG New York BranchXxxxx Fargo Bank, National Association, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement)Agent. Unless otherwise indicated herein, capitalized Capitalized terms used but herein and not defined herein shall have the respective meanings set forth 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 Nevada limited liability company (the “Borrower”), the lenders who are or may become party a 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 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 undersigned has furnished its participating Lender 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 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 “Borrower”), 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 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 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 “Borrower”), 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 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 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 Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the Assignmentlaw of the State of New York. THIS 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 I FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT NOTE [This Note, and the obligations of [ ], a [ ] To [corporation] [limited liability company] (the Administrative Agent “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 Banks 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 Ladies below, the unpaid principal amount hereof and Gentlemen: Reference 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 made one of the Intercompany Notes referred to that certain in the Second Amended and Restated Credit Agreement, dated as of March 28February 9, 20032018 among the Borrower, amended the lenders from time to time party thereto (the “Lenders”), and restated Credit Suisse AG, Cayman Islands Branch, as of April 18, 2005, further amended Administrative Agent 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 Collateral Agent (as so amended and restated and as the same may be further amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”), among ) and is subject to the U.S. Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender), the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bankterms thereof[, and is entitled shall be pledged by the Payee pursuant to the benefits thereof and of the other Credit Documents Pledge Agreement (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not The Payor hereby acknowledges and agrees that the Pledgee (as defined herein shall have the respective meanings set forth in the 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 Payee is hereby authorized (but shall not be required) to record all loans and advances made by it to the 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 AgreementSuisse 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 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: (Bank, 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), 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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK law of the State of New York without regard to conflict of law principles thereof (INCLUDING, WITHOUT LIMITATION, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAWother than Sections 5-1401 and 5-1402 of New York General Obligations Law). * * * EXHIBIT H-1 A TO ASSIGNMENT AND ASSUMPTION FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the Administrative Agent and each of the Banks party PURCHASE CONDITIONS’ OFFICER’S CERTIFICATE BOJANGLES’ RESTAURANT, INC. This Purchasing Conditions’ Officer’s Certificate is being delivered pursuant to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of March 28October 9, 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 2012 (as so amended and restated and as the same may be further amended, restated, extended, supplemented or otherwise modified and/or supplemented in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) among BOJANGLES’ RESTAURANTS, INC., a Delaware corporation (the “Borrower”), among the U.S. BorrowerBHI INTERMEDIATE HOLDING CORP., Solvesta Delaware corporation (“Holdings”), Ltd., the lenders each lender from time to time party thereto (including collectively, the “Lenders” and individually, a “Lender”), the other parties thereto and Deutsche Bank AG New York BranchBANK OF AMERICA, N.A., as Administrative Agent and Deposit BankAgent, and each other 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 “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 entitled authorized to execute and deliver this certificate to the benefits thereof Administrative Agent, and of the other Credit Documents (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreement.that:

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 the this Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BYThis Assignment shall be governed by, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITHand construed in accordance with, THE LAW OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW)the internal laws of the State of New York. * * * EXHIBIT H-1 L FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT PROMISSORY NOTE New York, New York $ [ ], 201[ ] To 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 Agent’s Office or such other place as JPMORGAN CHASE BANK, N.A. (the “Administrative Agent”) shall have specified, in Dollars and each in immediately available funds, in accordance with Section 5.3 of the Banks party 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 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 on the dates specified in Section 2.8 of the Credit Agreement. This Promissory Note is one of the promissory notes referred to below Ladies and Gentlemen: Reference is made to that certain in Section 13.6 of the Credit Agreement, dated as of March 28, 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 229, 2010 (as so amended, replaced, amended and restated and as the same may be further amended, restated, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), among the U.S. Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender“Lenders”), the other parties thereto and Deutsche Bank AG New York BranchJPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent and Deposit BankLetter 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). This Promissory Note is subject to, and the Lender is entitled to the benefits thereof of, the provisions of the Credit Agreement, and of the Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Documents (Documents. The Loans evidenced hereby are subject to prepayment prior to the Maturity Date, in whole or in part, as defined provided in the Credit Agreement). Unless 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 indicated hereinhave on any future occasion. The rights, capitalized terms used but remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not defined herein exclusive of any rights, remedies, powers and privileges provided by law. All payments in respect of the principal of and interest on this Promissory Note shall have be made to the respective meanings set forth 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 Lender hereunder for all purposes of the 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 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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw of the State of New York. THIS ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, EXHIBIT B-1 OPINION OF COUNSEL FOR THE LAW BORROWERS Attached. EXHIBIT B-2 OPINION OF GENERAL COUNSEL OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW)COMPANY Attached. * * * EXHIBIT H-1 C FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the Administrative Agent INCREASING LENDER SUPPLEMENT INCREASING LENDER SUPPLEMENT, dated __________, 20___ (this “Supplement”), by and among each of the Banks party signatories hereto, to the Credit Agreement referred to below Ladies Third Amended and Gentlemen: Reference is made to that certain Restated Credit Agreement, dated as of March 28August 20, 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 2021 (as so amended and restated and as the same may be further amended, restated, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), among Worthington Industries, Inc. (the U.S. Borrower, Solvest, Ltd.“Company”), the lenders Foreign Subsidiary Borrowers from time to time party thereto (including the Lender)thereto, the other parties thereto and Deutsche Bank AG New York BranchLenders party thereto, PNC Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent Agent”) and Deposit JPMorgan Chase Bank, and is entitled to the benefits thereof and of the other Credit Documents (N.A. as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreementsyndication agent.

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 Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption shall be construed in accordance with and governed by the Assignmentlaws of the State of New York. THIS XXXXXXX X-0 [FORM OF] ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK ASSUMPTION This Assignment and Assumption (INCLUDING, WITHOUT LIMITATION, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAWthis “Assignment and Assumption”) is dated as of 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”). * * * EXHIBIT H-1 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To Capitalized terms used but not defined herein shall have the Administrative Agent and each of the Banks party meanings given to them in the Credit Agreement referred to identified below Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of March 28, 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, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), among receipt of a copy of which is hereby acknowledged by the U.S. Borrower, Solvest, Ltd.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, the lenders Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from time the Assignor, subject to time and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the 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 its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). In the case where the Assigned Interest covers all of the Assignor’s rights and obligations under the Credit Agreement, the Assignor shall cease to be a party thereto (including the Lender), the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is but shall continue to be entitled to the benefits thereof of Sections 2.15, 2.16, 2.17 and 9.03 of the other Credit Documents (as defined in Agreement with respect to 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). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have Such sale and assignment is (i) subject to acceptance and recording thereof in the respective meanings set forth in Register by the Administrative Agent pursuant to Section 9.05(b)(v) of the Credit Agreement, (ii) without recourse to the Assignor and (iii) except as expressly provided in this Assignment and Assumption, 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 or other means of electronic imaging shall be effective as delivery of a manually executed counterpart of the Assignmentthis Assignment and Assumption. THIS ASSIGNMENT AND ASSUMPTION 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)YORK. * * * EXHIBIT H-1 XXXXXXX X-0 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the BORROWING REQUEST Xxxxxxx Xxxxx Bank USA, as Administrative Agent and each of for the Banks Lenders party to the Credit Agreement referred to below [Date] Ladies and Gentlemen: Reference is made The undersigned, Square, Inc. (the “Borrower”), refers to that certain the Revolving Credit Agreement, dated as of March 28May 1, 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 2020 (as so amended and restated and as the same may be further amended, restated, modified amended and restated, modified, extended and/or supplemented from time to time, the “Credit Agreement”,” the terms defined therein being used herein as therein defined), among the U.S. Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the each a “Lender)” and collectively, the other parties thereto “Lenders”) and Deutsche Bank AG New York Branchyou, as Administrative Agent and Deposit Bankfor such Lenders, and is entitled hereby gives you notice, irrevocably, pursuant to the benefits thereof and Section 2.03 of the other Credit Documents (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have that the respective meanings set forth in undersigned hereby requests a Borrowing under the Credit Agreement., and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.03 of the Credit 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 shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by, the Assignmentlaws of the State of New York without regard to conflicts of principles of law that would require the application of the laws of another jurisdiction. THIS ASSIGNMENT SHALL BE GOVERNED BYEXHIBIT C [Form of] BORROWING REQUEST Royal Bank of Canada, 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 as Administrative Agent and each of the Banks party to the Credit Agreement referred to below [ADDRESS] Re: Norcraft Companies, L.P. [Date] Ladies and Gentlemen: Reference is made to that certain the Credit Agreement, Agreement dated as of March 28November 14, 20032013 (as amended, 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, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”)) among NORCRAFT COMPANIES, among the U.S. L.P., a Delaware limited partnership (“Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender”), the Lenders (such term and each other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms term used but not defined herein shall have having the respective meanings set forth meaning given to it in Article I of the Credit Agreement.), RBC CAPITAL MARKETS and KEYBANK NATIONAL ASSOCIATION, as joint lead arrangers and joint bookrunners (in such capacities, individually, “Arranger” and collectively the “Arrangers”), and ROYAL BANK OF CANADA, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties. Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which 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 shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw of the State of New York. THIS 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 MAXIMUM CREDIT AMOUNT INCREASE CERTIFICATE [ ], 200[__] To To: JPMorgan Chase Bank, N.A., as Administrative Agent The Parent Guarantor, the Borrower, the Administrative Agent and each of the Banks party to other Agents and certain Lenders have heretofore entered into the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of March 28June 29, 20032007, 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, supplemented or otherwise modified and/or supplemented from time to time, time (the “Credit Agreement”), among the U.S. Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender), the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement). Unless Capitalized terms not otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings 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 [ ], 200[__] 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, 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 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 (“Certificate”) is executed and delivered pursuant to Section 8.12 (c) of that certain Credit Agreement dated as of June 29, 2007 among Atlas Energy Resources, LLC (“Parent Guarantor”), Atlas Energy Operating Company, LLC (“Borrower”), JPMorgan Chase Bank, N.A., as administrative agent (“Administrative Agent”) and the Lenders named therein and as may be amended, restated, supplemented or otherwise modified from time to time (the “Credit Agreement”). Unless otherwise defined herein, all capitalized terms shall have the meaning set forth in the Credit Agreement.. The undersigned, a Responsible Officer of the Borrower, hereby certifies to the Administrative Agent and Lenders 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 email or telecopy shall be effective as delivery of a manually executed counterpart of the Assignmentthis Assignment and Assumption. THIS ASSIGNMENT AND ASSUMPTION 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)YORK. * * * EXHIBIT H-1 B FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT [Attached] To EXECUTION VERSION SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 31, 2018 between Dex Media Holdings, Inc., a Delaware corporation (“Holdings”), Dex Media, Inc., a Delaware corporation (the Administrative Agent “Borrower”) and each of entity, if any, that becomes a “Subsidiary Guarantor” hereunder as contemplated by Section 7.12 (individually, a “Subsidiary Guarantor” and, collectively, the Banks party to “Subsidiary Guarantors” and, together with Holdings, collectively, the “Guarantors”, and the Guarantors together with the Borrower, collectively, the “Obligors”), and Wilmington Trust, National Association, as administrative agent for the parties defined as “Lenders” under the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Credit Agreement(in such capacity, dated as of March 28, 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, modified and/or supplemented from time to timetogether with its successors in such capacity, the “Credit AgreementAdministrative Agent”), among the U.S. Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender), the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit 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 of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of the this Assignment. THIS ASSIGNMENT AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, INCLUDING SECTION 5.1401 5-1401 OF THE GENERAL OBLIGATIONS LAWLAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. * * * EXHIBIT H-1 VII FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the Administrative Agent SOLVENCY CERTIFICATE This SOLVENCY CERTIFICATE (this “Certificate”) is delivered in connection with that certain Second Amended and each of the Banks party to the Restated Credit Agreement referred to below Ladies dated as of June [**•**], 2011 by and Gentlemen: Reference is made to that certain 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, dated as of March 28, 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 it may be further amended, restated, amended and restated, supplemented or otherwise modified and/or supplemented from time to time, being the “Credit Agreement”), among . Capitalized terms used herein without definition have the U.S. Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender), the other parties thereto and Deutsche Bank AG New York Branch, same meanings as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings set forth in This Solvency Certificate is being delivered pursuant to Section 3.7 of the Credit Agreement.. The undersigned is the [**Treasurer/Chief Financial Officer**] of Parent and hereby further certifies as of the 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 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 the Assignment. THIS 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 each of the Banks party to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of March 28, 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, modified and/or supplemented 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 and ending on such date that the U.S. Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender), the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents Term or Extended Term (as such terms are defined in the Credit AgreementPrime Lease), 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 “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). Unless otherwise indicated hereinThe 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, capitalized 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 expiration of the then 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 Prime, in accordance with the terms used but not defined herein shall have and provisions of the respective meanings set forth in Prime Lease for the Credit Agreementvalid exercise of such renewal option, subject to Sublandlord having the right to exercise the 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 shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw of the State of New York. Form of Assignment and Assumption EXHIBIT F FORM OF GUARANTY See attached. Form of Guaranty AMENDED AND RESTATED GUARANTY AGREEMENT THIS ASSIGNMENT SHALL BE GOVERNED BYAMENDED AND RESTATED GUARANTY AGREEMENT (this “Guaranty Agreement”), AND CONSTRUED AND ENFORCED IN ACCORDANCE WITHdated as of May 24, THE LAW 2007, is made by EACH OF THE STATE UNDERSIGNED AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF NEW YORK A GUARANTY JOINDER AGREEMENT (INCLUDINGeach a “Guarantor” and collectively the “Guarantors”) in favor of BANK OF AMERICA, WITHOUT LIMITATIONN.A., SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW). * * * EXHIBIT H-1 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To a national banking association organized and existing under the laws of the United States, as administrative agent (in such capacity, the “Administrative Agent”) for each of the lenders (the “Lenders” and collectively with the Administrative Agent and each of other Persons party to Related Credit Arrangements as more particularly described in Section 19 hereof, the Banks “Secured Parties”) now or hereafter party to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of March 28, 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, modified and/or supplemented from time to time, the “Credit Agreement”), among the U.S. Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender), the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreementbelow). Unless otherwise indicated herein, All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth ascribed to such terms in the Credit Agreement.

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 Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption shall be construed in accordance with and governed by the Assignment. THIS 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 each laws of the Banks party to State of New York. XXXXXXX X-0 [FORM OF] ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the Credit Agreement referred to below Ladies “Assignment and Gentlemen: Reference Assumption”) is made to that certain Credit Agreement, dated as of March 28, 2003, amended the Effective Date set forth below and restated as is entered into by and between [Insert name 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 Assignor] (as so amended and restated and as the same may be further amended, restated, modified and/or supplemented from time to time, the “Credit AgreementAssignor”) and [Insert name of Assignee] (the “Assignee”), among the U.S. Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender), the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized Capitalized terms used but not defined herein shall have the respective meanings given to them in the First Lien Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “First Lien Credit Agreement”), receipt 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, 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 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 “Assigned 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 Effective Date and subject to its obligations hereunder and under Section 9.13 of the First Lien Credit Agreement. 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 and (iii) except as expressly provided in this Assignment and Assumption, 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 (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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw of the State of New York. THIS 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 D-2 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the Administrative Agent AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and each of the Banks party to the Credit Agreement referred to below Ladies Assumption (this “Affiliated Lender Assignment and Gentlemen: Reference Assumption”) is made to that certain Credit Agreement, dated as of March 28the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, 2003an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, 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, modified and/or supplemented from time to time, the an] “Credit AgreementAssignee”), among . [It is understood and agreed that the U.S. Borrower, Solvest, Ltd., rights and obligations of [the lenders from time to time party thereto (including the Lender), the other parties thereto Assignors][the Assignees]3 hereunder are several and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized not joint.]4 Capitalized terms used but not defined herein shall have the respective meanings given to them in the Syndicated 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 Credit AgreementAssignee][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 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 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 has provided directly to the 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) 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 shall be binding upon, Amendment and inure the New Loan Documents set forth in full all of the representations and agreements of the parties with respect to the benefit ofsubject matter hereof and supersede all prior discussions, representations, agreements and understandings between the parties hereto and their respective successors and assignswith respect to the subject hereof. This Assignment may be executed in any number of counterpartsBorrower: 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, 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 the Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, A CORPORATION ORGANIZED UNDER THE LAW LAWS OF THE STATE OF NEW YORK (INCLUDINGCALIFORNIA DATE: JANUARY 27, WITHOUT LIMITATION2000 I, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW). * * * EXHIBIT H-1 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the Administrative Agent and each undersigned, Secretary or Assistant Secretary of the Banks party to above-named borrower, a corporation organized under the Credit Agreement referred to below Ladies laws of the state set forth above, do hereby certify that the following is a full, true and Gentlemen: Reference is made to correct copy of resolutions duly and regularly adopted by the Board of Directors of said corporation as required by law, and by the by-laws of said corporation, and that certain Credit Agreementsaid resolutions are still in full force and effect and have not been in any way modified, dated as of March 28repealed, 2003rescinded, amended and restated as of April 18or revoked. RESOLVED, 2005that this corporation borrow from Silicon Valley Bank ("Silicon"), 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, modified and/or supplemented from time to time, such sum or sums of money as, in the “Credit Agreement”)judgment of the officer or officers hereinafter authorized hereby, among 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 U.S. Borrowername of this corporation, Solvestto execute and deliver to Silicon, Ltd.and Silicon is requested to accept, the lenders loan agreements, security agreements, notes, financing statements, and other documents and instruments providing for such loans and evidencing and/or securing such loans, with interest thereon, and said authorized officers are authorized from time to time party to 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 note or notes and other instruments referred to 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 acting 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, 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 (including the Lender"Assignor"), the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Silicon Valley Bank, and is entitled to the benefits thereof and of the other Credit Documents a California banking corporation (as defined in the Credit Agreement"Assignee"). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreement.

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 Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the Assignmentlaw of the State of New York. THIS 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 G-1 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT 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) [ ] To ($[ ]), or, if less, (b) the Administrative Agent and each aggregate unpaid principal amount, if any, of the Banks party Term Loan made by the Lender to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to Borrower under that certain Credit Agreement, dated as of March 28July 3, 20032017 (the “Credit Agreement”), amended among Focus Financial Partners, LLC, as Borrower (the “Borrower”), the lending institutions from time to time parties thereto (each a “Lender” and restated 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), 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 April 18July 3, 20052017 (the “Credit Agreement”), further amended among Focus Financial Partners, LLC, as Borrower (the “Borrower”), the lending institutions from time to time parties thereto (each a “Lender” and restated 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 April 12July 3, 20062017 (the “Credit Agreement”), further amended 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 March 18July 3, 2009, further amended as of October 26, 2009 and further amended as of March 2, 2010 2017 (as so amended and restated and as the same may be further amended, restated, amended and restated, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”) among Focus Financial Partners, LLC, as the Borrower (the “Borrower”), among the U.S. Borrower, Solvest, Ltd., the lenders lending institutions from time to time party parties thereto (including each a “Lender” and collectively the Lender“Lenders”), the other parties thereto and Deutsche Bank AG New York Branchof 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 Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents Collateral Agent (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have having the respective meanings set forth meaning provided in the Credit Agreement.). The undersigned hereby certifies, solely in the capacity as an Authorized Officer of the Borrower, and 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 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 Approved Electronic Platform shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw of the State of New York. THIS 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 B FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ SOLVENCY CERTIFICATE [__________] To the Administrative Agent This Solvency Certificate is being executed and each delivered pursuant to Section 4.01(e) of the Banks party to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of March 28, 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, modified and/or supplemented from time to time, the “Credit Agreement”) dated as of December 23, 2016 among Myriad Genetics, Inc. (the “Company”), among the U.S. Borrower, Solvest, Ltd., the lenders party thereto from time to time party thereto and JPMorgan Chase Bank, N.A., as the administrative agent and collateral agent; the terms defined therein being used herein as therein defined. I, [__________], the chief financial officer of the Company, solely in such capacity and not in an individual capacity, hereby certify that I am the chief financial officer of the Company and that I am generally familiar with the businesses and assets of the Company and its Restricted Subsidiaries (including the Lendertaken as a whole), the I have made such other parties thereto investigations and Deutsche Bank AG New York Branch, inquiries as Administrative Agent I have deemed appropriate and Deposit Bank, and is entitled I am duly authorized to the benefits thereof and execute this Solvency Certificate on behalf of the other Credit Documents (as defined in Company pursuant to the Credit Agreement). Unless otherwise indicated hereinI further certify, capitalized terms used but solely in my capacity as chief financial officer of the Company, and not defined herein shall have in my individual capacity, as of the respective meanings set forth date hereof and after giving effect to the Transactions and the incurrence of the indebtedness and obligations being incurred in connection with the Credit AgreementAgreement and the Transactions on the date hereof, that: (i) the fair value of the assets of the Company and its Restricted Subsidiaries, taken as a whole, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of the Company and its Restricted Subsidiaries, taken as a whole, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Company and its Restricted Subsidiaries, taken as a whole, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Company and its Restricted Subsidiaries, taken as a whole, will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted after the Effective Date.

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 Assignment and Assumptions. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw of the State of New Jersey. THIS ASSIGNMENT SHALL BE GOVERNED BYEXHIBIT “F” ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND RESTATED CREDIT AGREEMENT BY AND AMONG, AMONGST OTHERS, MISTRAS GROUP, INC., AS BORROWER, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITHBANK OF AMERICA, THE LAW OF THE STATE OF NEW YORK (INCLUDINGN.A., WITHOUT LIMITATIONAS ADMINISTRATIVE AGENT, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW)DATED JULY [___], 2009 FREE CASH FLOW CERTIFICATE MISTRAS GROUP, INC. * * * EXHIBIT H-1 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the Administrative Agent and each of the Banks party to the Credit Agreement referred to below Ladies and GentlemenDATE: ____________________, 20___ Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of March 28, 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 26July [___], 2009 and further amended as of March 2, 2010 (as so amended and restated and as the same may be further amended, restated, extended, supplemented or otherwise modified and/or supplemented in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among Mistras Group, Inc., a Delaware corporation (the “Borrower”), among the U.S. Borrower, Solvest, Ltd., the lenders Lenders from time to time party thereto (including the Lender)thereto, the other parties thereto and Deutsche Bank AG New York Branchof America, N.A., as Administrative Agent and Deposit Bank, L/C Issuer. The officer executing this certificate is a Responsible Officer of the Borrower and as such is entitled duly authorized to execute and deliver this certificate on behalf of the Borrower. By executing this certificate such officer hereby certifies to the benefits thereof Agent and of the other Credit Documents (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreement.Lenders 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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw of the State of New York. THIS 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 F FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ CONSENT TO ASSIGNMENT ----------------------------- The undersigned (the "COUNTERPARTY") acknowledges that [_________________], a [_____________] To ("DEBTOR"), for the Administrative Agent and each purpose of securing obligations of the Banks party Debtor incurred pursuant to the Credit Agreement referred hereinafter referenced, has collaterally assigned or may in the future collaterally assign to below Ladies Wachovia Bank, National Association, as administrative agent (together with its successors and Gentlemen: Reference is made 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 that certain Credit Agreement, dated as of March 28, 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 the Assigned Agreements (as so amended and restated and as the same may be further amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”such term is herein defined), among 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 U.S. Borrower, Solvest, Ltd., Assigned Agreements (defined below). The Counterparty further acknowledges that the lenders from time rights and interests of the Debtor to time party thereto (including receive proceeds under the Lender), the other parties thereto and Deutsche Bank AG New York BranchAssigned Agreements, as applicable, together with any security interests securing the payment thereof, have been pledged to the Administrative Agent and Deposit Bank, and is entitled to as collateral for the benefits thereof and of the other Credit Documents Indebtedness (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings set forth in ) under the Credit Agreement., for the benefit of the Lenders. As a condition to the Lenders extending credit as contemplated by the Credit Agreement, the Administrative Agent and the Lenders have required the execution and delivery of this Consent to Assignment (this "CONSENT"). Accordingly, each of the undersigned 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 Assignment 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 Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BYkeeping of records in electronic form, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITHwhich will be of the same legal effect, THE LAW OF THE STATE OF NEW YORK 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 (INCLUDING, WITHOUT LIMITATION, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW). * * * EXHIBIT H-1 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To and the Administrative Agent may rely on any such electronic signatures without further inquiry). This Assignment and each Assumption shall be governed by, and construed in accordance with, the law of the Banks party State of New York. EXHIBIT B OPINION OF COUNSEL FOR THE BORROWER [_______], 2021 To the Lenders and the Administrative Agent Referred to the Credit Agreement referred to below Below c/o U.S. Bank National Association, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain We have acted as counsel for Nelnet, Inc., a Nebraska corporation (the “Borrower”), in connection with the Third Amended and Restated Credit Agreement, Agreement dated as of March 28September 22, 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 2021 (as so amended and restated and as the same may be further amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”), among the U.S. Borrower, Solvestthe banks and other financial institutions identified therein as Lenders, Ltd., the lenders from time to time party thereto (including the Lender), the other parties thereto and Deutsche U.S. Bank AG New York BranchNational Association, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as Agent. Terms defined in the Credit Agreement)Agreement are used herein with the same meanings. Unless We have examined originals or copies, certified or otherwise indicated hereinidentified to my/our satisfaction, capitalized terms used but not defined herein shall of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion. In our examination, we have assumed the respective meanings set forth in genuineness of the signatures of Persons signing the Credit Agreement., the authority of such Persons signing on behalf of the parties thereto (other than the Borrower) and the due authorization, execution and delivery of all documents by the parties thereto (other than the Borrower). 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, 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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw of the State of New York. THIS 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 B FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the Administrative Agent and each of the Banks party to the Credit Agreement referred to below Ladies and Gentlemen: BORROWING BASE CERTIFICATE Monthly accounting period ended , 201 Reference is made to that certain Senior Secured Revolving Credit Agreement, dated as of March 2821, 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 2014 (as so amended and restated and as the same may be further amended, restated, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), by and among CARLYLE GMS FINANCE, INC., a Maryland corporation (the U.S. “Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender”), the other parties financial institutions party thereto as Lenders, and Deutsche Bank AG New York BranchSunTrust Bank, as the Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (Agent. Capitalized terms used herein without definition are so used as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings set forth in 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 behalf of the Borrower that (a) attached hereto as Annex 1 is (i) a complete and correct list as of the end of the monthly accounting period ended , 201 of all Investments included in the Collateral and (ii) a true and correct calculation of the 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 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) 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 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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignment. THIS 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 each law of the Banks party State of New York. EXHIBIT B COMPLIANCE CERTIFICATE Date: To: The Lenders parties to the Credit Agreement referred to below Ladies and Gentlemen: Reference Described Below This Compliance Certificate is made furnished pursuant to that certain Credit Agreement, Agreement dated as of March 28December 19, 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 2014 (as so amended and restated and as the same may be further amended, restatedmodified, modified and/or supplemented renewed or extended from time to time, the “Credit Agreement”)) among A.S.V., among Inc. (the U.S. “Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender”), the other parties Loan Parties, the Lenders party thereto and Deutsche Bank AG New York BranchXXXXXXXX LOAN AGENCY SERVICES LLC, as Administrative Agent and Deposit Bank, and is entitled to for the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement)Lenders. Unless otherwise indicated defined herein, capitalized terms used but not defined herein shall in this Compliance Certificate have the respective meanings set forth ascribed thereto in the Credit Agreement.. In the event of any conflict between the calculations required under this certificate and those required under the Agreement, the terms of the Agreement shall control. THE UNDERSIGNED HEREBY CERTIFIES 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 Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the Assignmentlaws of the State of Texas. THIS 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 B FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ COMPLIANCE CERTIFICATE [For Fiscal Quarter Ended ] To the Administrative Agent and each [For Fiscal Year Ended ] This certificate dated as of the Banks party , is prepared pursuant to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of March 28September 9, 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 2014 (as so amended and restated and as the same may be further amended, restated, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”) among QES Holdco LLC, a Delaware limited liability company (together with its permitted successors and assigns, the “Borrower”), among certain subsidiaries of the U.S. Borrower, Solvest, Ltd.as guarantors, the lenders from time to time party thereto (including the Lender“Lenders”), the other parties thereto and Deutsche Amegy Bank AG New York BranchNational Association, as Administrative Agent and Deposit for such Lenders (in such capacity, the “Administrative Agent”), Issuing Bank, and is entitled to the benefits thereof and of the other Credit Documents (as Swing Line Lender. Unless otherwise defined in this certificate, capitalized terms that are defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein Agreement shall have the respective meanings set forth assigned to them by the Credit Agreement. The Borrower hereby certifies (a) that no Default or Event of Default has occurred or is continuing, (b) that all of the representations and warranties made by each of the Loan Parties in the Credit Agreement.Agreement and the 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 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 date hereof, the following amounts and calculations were true and correct:

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 the this Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BYThis Assignment shall be governed by, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITHand construed 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 each internal laws of the Banks party State of New York without regard to the Credit Agreement referred to below Ladies and Gentlemen: conflict of laws principles thereof. EXHIBIT E TO CREDIT AND GUARANTY AGREEMENT CERTIFICATE RE NON-BANK STATUS Reference is made to that certain the Credit and Guaranty Agreement, dated as of March 28February 8, 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 2012 (as so amended and restated and as the same it may be further amended, restated, modified and/or supplemented from time to timeor otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among TRONOX PIGMENTS (NETHERLANDS) B.V., a private limited liability company incorporated under Dutch law (the U.S. “Borrower”), SolvestTRONOX INCORPORATED, Ltd.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 lenders other Agents and Lenders party thereto from time to time party thereto (including the Lender), the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled time. Pursuant to the benefits thereof and Section 2.17(c) of the other Credit Documents (as defined in 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. Unless otherwise indicated herein[NAME OF LENDER] By: Name: Title: EXHIBIT F-1 TO CREDIT AND GUARANTY AGREEMENT CLOSING DATE CERTIFICATE February 8, capitalized terms used 2012 THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS, in each case as of the date hereof and in his/her capacity as an Authorized Officer but not defined herein shall have the respective meanings set forth in the Credit Agreement.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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw of the State of New York applicable to contracts executed, and to be fully performed, in such state. THIS 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 B EXHIBIT C EXHIBIT D EXHIBIT E FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the Administrative Agent GUARANTY THIS GUARANTY dated as of ______________, 20__ (this “Guaranty”) is executed and delivered by each of the Banks undersigned and the other Persons from time to time party hereto pursuant to the Credit execution and delivery of an Accession Agreement referred to below Ladies in the form of Annex I hereto (all of the undersigned, together with such other Persons each a “Guarantor” and Gentlemen: Reference is made to collectively, the “Guarantors”) in favor of KEYBANK NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) under that certain Credit Agreement, dated as of March 28February 3, 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 2023 (as so amended and restated and as the same may be further amended, restated, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), by and among the U.S. BorrowerIVORY REIT, SolvestLLC, Ltd., the lenders from time to time party thereto (including the Lender), the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Banka Delaware limited liability company, and is entitled which shall be renamed STORE CAPITAL, LLC after giving effect to the benefits thereof and of the other Credit Documents Acquisition (as defined in the Credit Agreement) (the “Borrower”). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings set forth in financial institutions party thereto and their assignees under Section 13.5 thereof (the Credit Agreement“Lenders”), the Administrative Agent, and the other parties thereto, for its benefit and the benefit of the Lenders, the Swingline Lender, the Issuing Banks and the Specified Derivatives Providers (the Administrative Agent, the Lenders, the Swingline Lender, the Issuing Banks and the Specified Derivatives Providers, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”).

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 the this Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BYThis Assignment shall be governed by, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITHand construed in accordance with, THE LAW OF THE STATE OF NEW YORK the law of the State of New York. (INCLUDINGAssignee to list names of credit contacts, WITHOUT LIMITATIONaddresses, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW). * * * phone and facsimile numbers, electronic mail addresses and account and payment information) [Letterhead of Borrower's Counsel] EXHIBIT H-1 E FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To OPINION OF COUNSEL January 24, 2003 Each of the Lenders under the Credit Agreement, including those Lenders listed in Schedule A hereto Bank of America, N.A., as Administrative Agent and each of the Banks party to the Credit Agreement referred to below for such Lenders Ladies and Gentlemen: Reference is made to that certain We have acted as counsel for Enbridge Energy Partners, L.P., a Delaware limited partnership (the "MLP"), in connection with its execution and delivery today of (i) the Amended and Restated 364-Day Credit Agreement, Agreement dated as of March 28January 24, 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 2003 (as so amended and restated and as the same may be further amended, restated, modified and/or supplemented from time to time, the “"Credit Agreement”"), by and among the U.S. Borrower, Solvest, Ltd.MLP, the lenders from time to time party parties thereto (including the Lender"Lenders"), the other parties thereto and Deutsche Bank AG New York Branchof America, N.A., as administrative agent (in such capacity, the "Administrative Agent Agent") and Deposit Bank, and is entitled (ii) the promissory notes of even date herewith delivered pursuant to the benefits thereof Credit Agreement (the "Notes"). Capitalized terms used and of not defined herein have the other Credit Documents (as defined meanings assigned in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined The opinions expressed herein shall have the respective meanings set forth in are being furnished to you pursuant to Section 4.01(a)(vii) of the Credit Agreement.. In rendering the opinions expressed herein, we have (i) examined the Credit Agreement and the Notes (collectively, the "Financing Documents"), partnership records of the MLP, certificates of representatives of the MLP, certificates and other communications of public officials and such other instruments, agreements and documents as are in our judgment necessary to enable us to render the opinions expressed herein, and (ii) as to questions of fact material to the opinions expressed herein, and as to factual matters arising in connection with our examination of the aforesaid materials, relied, to the extent we deemed appropriate, upon the factual representations and warranties contained in the Financing Documents, upon such certificates, communications, instruments, agreements and documents and certain facts stated elsewhere herein. In making such examination and in such reliance, we have assumed the authenticity and completeness of all records, certificates, instruments, agreements and other documents submitted to us as originals, the conformity to authentic originals, records, certificates, instruments, agreements and other documents of all copies submitted to us as copies, and the authenticity of the originals of such latter records, certificates, instruments, agreements and other documents. In addition, we have assumed the legal capacity of each natural person identified in, or indicated as having executed, any of those records, certificates, instruments, agreements and other documents and the genuineness of all signatures on all such records, certificates, instruments, agreements and other documents. In rendering the opinions expressed herein, we also have assumed 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. 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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignment. THIS 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 each law of the Banks party to State of New York. The provisions of Section 8.10 of the Credit Agreement referred are hereby incorporated herein, as if fully set forth herein, mutatis mutandis. EXHIBIT D Form of Solvency Certificate SOLVENCY CERTIFICATE of BECTON, XXXXXXXXX AND COMPANY AND ITS SUBSIDIARIES Pursuant to below Ladies Section 3.01(h)(ii) of the Amended and Gentlemen: Reference is made to that certain Restated Credit Agreement, Agreement dated as of March 28September 24, 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 2021 (as so amended and restated and as the same may be further amended, restated, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), among Becton, Xxxxxxxxx and Company, a New Jersey corporation (the U.S. Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender“Company”), the other Lenders parties thereto and Deutsche Bank AG New York BranchCitibank, N.A., as Administrative Agent and Deposit Bankfor the Lenders, the undersigned hereby certifies, solely in such undersigned’s capacity as [chief financial officer][treasurer] of the Company, and is entitled not individually, as follows: As of the date hereof, after giving effect to the benefits thereof and consummation of the other Credit Documents (as defined in Transactions, including the making of any Advances under the Credit Agreement)Agreement on the date hereof, and after giving effect to the application of the proceeds of such indebtedness: a. the fair value of the assets of the Company and its subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise; b. the present fair saleable value of the property of the Company and its subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; c. the Company and its subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured; and d. the Company and its subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital. Unless otherwise indicated hereinFor purposes of this Certificate, capitalized the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability. Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth assigned to them in the Credit 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 Acceptance and adoption of the terms of this Assignment and Assumption by [the] [the relevant] Assignee and [the] [the relevant] Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic Annex I to Exhibit A SECURE_ENV:\81001700\8\71620.0110 EXECUTION VERSION System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw of the State of New York. THIS ASSIGNMENT SHALL BE GOVERNED BYAnnex I to Exhibit A SECURE_ENV:\81001700\8\71620.0110 EXHIBIT B SOLVENCY CERTIFICATE This Solvency Certificate, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITHdated as of [ ], 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 20[ ] To the Administrative Agent and each (this “Certificate”) is delivered pursuant to Section 4.02(i) of the Banks party to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Credit Amended and Restated Term Loan Agreement, dated as of March 28May 13, 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 2016 (as so amended and restated and as the same may be further amended, restated, amended and restated, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), among Xxx Research Corporation (the U.S. Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender“Company”), the other parties Lenders party thereto and Deutsche Bank AG New York BranchJPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit AgreementAgent”). Unless otherwise indicated herein, capitalized Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth assigned to them in the Credit Agreement.. The undersigned hereby certifies, solely in such undersigned’s capacity as chief financial officer of the Company, and not individually, that as of the date hereof, after giving effect to the consummation of the Transactions, including the making of the Loans under the Credit Agreement, and after giving effect to the application of the proceeds of such Indebtedness:

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 Project Bond is 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 duly authorized issue of the Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BYCity of Wabash, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITHIndiana Adjustable Rate Economic Development Revenue Refunding Bonds, THE LAW OF THE STATE OF NEW YORK Series 1998 (INCLUDINGMartxx Xxxe Industries, WITHOUT LIMITATIONInc.) (the "Project Bonds"), SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW). * * * EXHIBIT H-1 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To issuable under the Administrative Agent and each of the Banks party to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Credit AgreementTrust Indenture, dated as of March 28September 1, 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 1998 (as so amended and restated and as the same may be further amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”"Indenture"), among between the U.S. Issuer and Bank One Trust Company, NA, as Trustee, aggregating in the principal amount of $2,700,000 and issued for the purpose of making a loan (the "Loan") to Martxx Xxxe Industries, Inc., an Indiana corporation (the "Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender"), to refund the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents Prior Bonds (as defined in the Credit AgreementIndenture) originally issued to finance the costs of economic development facilities of the Borrower. The Project Bonds, together with any Additional Bonds which may be issued on a parity therewith under the Indenture, are special obligations of the Issuer, issued or to be issued under and are to be secured and entitled equally and ratably to the protection given by the Indenture (collectively, the "Bonds"). Unless otherwise indicated hereinThe Bonds are issued pursuant to the Act and pursuant to an Ordinance duly enacted by the Issuer. 102 Reference is made to the Indenture and the Loan Agreement dated as of September 1, capitalized 1998 between the Issuer and the Borrower (the "Agreement") for a more complete description of the Project, the provisions, among others, with respect to the nature and extent of the security for the Bonds, the rights, duties and obligations of the Issuer, the Trustee and the Holders of the Bonds and the terms and conditions upon which the Bonds are issued and secured. All terms used but herein with initial capitalization where the rules of grammar or context do not defined herein otherwise require shall have the respective meanings as set forth in the Indenture. Each Holder assents, by its acceptance hereof, to all of the provisions of the Indenture. Pursuant to the Agreement, the Borrower has executed and delivered to the Trustee the Borrower's promissory note dated as of even date with the Project Bonds (the "Project Note"), in the aggregate principal amount of $2,700,000. The Borrower is required by the Agreement and the Project Note to make payments to the Trustee in amounts and at times necessary to pay the principal of, premium, if any, and interest on the Project Bonds (the "Bond Service Charges"). In the Indenture, the Issuer has assigned to the Trustee, to provide for the payment of the Bond Service Charges on the Project Bonds and any Additional Bonds, the Issuer's right, title and interest in and to the Project Note and the Agreement, except for Unassigned Issuer's Rights, as defined in the Agreement. Pursuant to the Agreement, the Borrower has caused to be issued and delivered to the Trustee by the Bank an irrevocable letter of credit (the "Letter of Credit"), pursuant to which the Trustee is entitled to draw up to (a) the principal amount of the Project Bonds then outstanding to enable the Trustee to pay (i) the principal amount of the Project Bonds when due at maturity or upon redemption or acceleration , and (ii) an amount equal to the principal portion of the purchase price of any Project Bonds or Beneficial Ownership Interests duly tendered by the Holders or Beneficial Owners thereof for purchase pursuant to the Indenture, plus (b) the amount of interest accruing on the Project Bonds, but not to exceed 45 days' accrued interest (or 195 days' interest if the Bonds bear interest at the Six Month Interest Rate, the One Year Interest Rate, the Five Year Interest Rate or the Fixed Interest Rate) at the maximum rate of 10% per annum (the "Maximum Rate") to enable the Trustee to pay interest when due on the Bonds and an amount equal to the interest portion (if any) of the purchase price of any Project Bonds or Beneficial Ownership Interests duly tendered by the Holders or Beneficial Owners thereof for purchase pursuant to the Indenture. To provide for the issuance of the Letter of Credit, the Borrower has entered into a Credit Agreement dated September 30, 1998 (the "Credit Agreement"), with the Bank pursuant to which the Borrower is obligated to reimburse the Bank for all drawings made under the Letter of Credit. The Letter of Credit shall expire, subject to provisions for earlier termination, on September 15, 2003.

General Provisions. This Assignment In case the Company, after the Initial Date, ------------------ (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation of such consolidation or merger, or (ii) shall permit any other Person to consolidate with or merge into the Company and the Company shall be binding uponthe continuing or surviving Person but, in connection with such consolidation or merger, Common Stock or Other Securities shall be changed into or exchanged for cash, stock or other securities of any Person or any other property, or (iii) shall transfer all or substantially all of its properties and assets to any other Person, or (iv) shall effect a capital reorganization or reclassification of Common Stock or Other Securities (other than a capital reorganization or reclassification resulting in the issue of Additional Shares of Common Stock for which adjustment in the Exercise Price is provided in Section 6.02(a) or 6.02(b)), then, and inure in the case of each such transaction, the Company shall give written notice thereof to each Holder of Warrants not less than 45 days prior to the benefit ofconsummation thereof and proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Section 6.08, each Holder of Warrants, upon the exercise thereof at any time after the consummation of such transaction, shall be entitled to receive, at the aggregate Exercise Price in effect at the time of such consummation for all Common Stock (or Other Securities) issuable upon such exercise immediately prior to such consummation, in lieu of the Common Stock (or Other Securities) issuable upon such exercise prior to such consummation, the parties hereto following: the highest amount of cash, securities or other property to which such Holder would actually have been entitled as a shareholder upon such consummation if such Holder had exercised such Warrants immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in this Section 6, provided that if a purchase, tender or exchange offer shall have been made -------- to and their respective successors accepted by the holders of Common Stock under circumstances in which, upon completion of such purchase, tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(l) under the Exchange Act) of which such maker is a part, and assigns. This Assignment may together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding shares of Common Stock, and if any Holder of Warrants so designates in such notice given to the Company, such Holder shall be executed entitled to receive the highest amount of cash, securities or other property to which such Holder would actually have been entitled as a shareholder if such Holder had exercised its Warrants prior to the expiration of such purchase, tender or exchange offer, accepted such offer and all of the Common Stock held by such Holder had been purchased pursuant to such purchase, tender or exchange offer, subject to adjustments (from and after the consummation of such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 6; provided that, if any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page the transactions described in -------- subdivisions (i) through (iv) of this Assignment by telecopy Section 6.08(a) involve the issuance of Voting Common Stock, the Company shall be effective as delivery not effect any of a manually executed counterpart such transactions unless, immediately after the date of the Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BYconsummation of such Warrant Agreement ----------------- transaction, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITHthe Acquiring Person or its Parent is required to file, THE LAW OF THE STATE OF NEW YORK by virtue of having an outstanding class of Voting Common Stock (INCLUDINGor equivalent equity interests), WITHOUT LIMITATION, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW). * * * EXHIBIT H-1 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To reports with the Administrative Agent and each Commission pursuant to section 13 or section 15(d) of the Banks party to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of March 28, 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, modified and/or supplemented from time to time, the “Credit Agreement”), among the U.S. Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender), the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit BankExchange Act, and such Voting Stock (or equivalent equity interest) is entitled listed or admitted to trading on a national securities exchange or is included for trading on the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit AgreementNASDAQ National Market or Small Cap Market.

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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw of the State of New York. THIS 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 B FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ COMPLIANCE CERTIFICATE For the Fiscal [Quarter][Year] To the ended _______________, ____ To: JPMorgan Chase Bank, N.A., as Administrative Agent and each of the Banks party to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of March 28, 2003, amended and restated as of April 18, 2005, further amended and restated as of April December 12, 2006, further amended as of March 18, 2009, further amended as of October 26, 2009 and further amended as of March 2, 2010 2018 (as so amended and restated and as the same may be further amended, restated, extended, supplemented or otherwise modified and/or supplemented in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among Brixmor Operating Partnership LP, a Delaware limited partnership (the “Borrower”), among the U.S. Borrower, Solvest, Ltd., the lenders each lender from time to time party thereto (including collectively, the “Lenders” and individually, a “Lender”), the other parties thereto and Deutsche Bank AG New York BranchJPMorgan Chase Bank, N.A., as the Administrative Agent. The undersigned Financial Officer hereby certifies as of the date hereof that [he][she] is the ___________________________________ of the General Partner, and that, as such, [he][she] is authorized to execute and deliver this Compliance Certificate (this “Certificate”) to the Administrative Agent and Deposit Bankon the behalf of the Borrower, and is entitled to not in [his][her] personal capacity, and that: [Use the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreement.following paragraph 1 for fiscal year-end financial statements]

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 the this Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BYThis Assignment shall be governed by, and construed in accordance with, the laws of the State of New York. EXHIBIT F-1 TO SECOND AMENDED AND CONSTRUED RESTATED CREDIT AND ENFORCED IN ACCORDANCE WITHGUARANTY AGREEMENT CERTIFICATE REGARDING NON-BANK STATUS (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit and Guaranty Agreement, THE LAW dated as of October 28, 2009 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the term defined therein and not otherwise defined herein being used herein as therein defined), by the among CIT GROUP INC., a Delaware corporation (“Company”), certain subsidiaries of Company, as borrowers, (together with Company, “Borrowers”), certain subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, and BANK OF THE STATE OF NEW YORK AMERICA, N.A., as Administrative Agent and Collateral Agent. Pursuant to the provisions of Section 2.16(e) of the Credit Agreement, the undersigned hereby certifies that (INCLUDINGi) 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, WITHOUT LIMITATION(ii) it is not a “bank” as such term is used in Section 881(c)(3)(A) of the Internal Revenue Code, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW)(iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, (iv) it is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) no payments in connection with the Credit Documents are effectively connected with the undersigned’s conduct of a U.S. trade or business. * * * EXHIBIT H-1 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To The undersigned has furnished the Administrative Agent and Borrowers with a certificate of its Non-U.S. person status on Internal Revenue Service 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 Borrowers and the Administrative Agent in writing and (2) the undersigned shall furnish Borrowers and the Administrative Agent a properly completed and currently effective certificate in either the calendar year in which payment is to be made by Borrowers or the Administrative Agent to the undersigned, or in either of the two calendar years preceding such payment. [NAME OF LENDER] By: Name: Title: CERTIFICATE REGARDING NON-BANK STATUS (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit and Guaranty Agreement, dated as of October 28, 2009 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the term defined therein and not otherwise defined herein being used herein as therein defined), by the among CIT GROUP INC., a Delaware corporation (“Company”), certain subsidiaries of Company, as borrowers, (together with Company, “Borrowers”), certain subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent. Pursuant to the provisions of Section 2.16(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 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) neither the undersigned nor any of its partners/members is a bank within the meaning of Section 881(c)(3)(A) of Internal Revenue Code, (iv) none of its partners/members is a ten percent shareholder of any Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, (v) none of its partners/members is a “controlled foreign corporation” related to any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) no payments in connection with the Credit Documents are effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and Borrowers with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN from each of its partners/members claiming the Banks 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 Borrowers and the Administrative Agent and (2) the undersigned shall have at all times furnished Borrowers and the Administrative Agent in writing 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: EXHIBIT F-3 TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT CERTIFICATE REGARDING NON-BANK STATUS (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit and Guaranty Agreement, dated as of October 28, 2009 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the term defined therein and not otherwise defined herein being used herein as therein defined), by the among CIT GROUP INC., a Delaware corporation (“Company”), certain subsidiaries of Company, as borrowers, (together with Company, “Borrowers”), certain subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent. Pursuant to the provisions of Section 2.16(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 Internal Revenue Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, (iv) it is not a “controlled foreign corporation” related to any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) no payments in connection with the Credit Documents are effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating Non-U.S. Lender with a certificate of its Non-U.S. person status on Internal Revenue Service 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 such Non-U.S. Lender in writing and (2) the undersigned shall have at all times furnished such Non-U.S. 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: CERTIFICATE REGARDING NON-BANK STATUS (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit and Guaranty Agreement, dated as of October 28, 2009 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the term defined therein and not otherwise defined herein being used herein as therein defined), by the among CIT GROUP INC., a Delaware corporation (“Company”), certain subsidiaries of Company, as borrowers, (together with Company, “Borrowers”), certain subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent. Pursuant to the provisions of Section 2.16(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 partners/members are the sole beneficial owners of such participation, (iii) neither the undersigned nor any of its partners/members is a bank within the meaning of Section 881(c)(3)(A) of Internal Revenue Code, (iv) none of its partners/members is a ten percent shareholder of any Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code (v) none of its partners/members is a “controlled foreign corporation” related to any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) no payments in connection with the Credit Documents are effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. The undersigned has furnished its participating Non-U.S. Lender with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN 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 Non-U.S. Lender in writing and (2) the undersigned shall have at all times furnished such Non-U.S. 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: EXHIBIT G-1 TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT CLOSING DATE CERTIFICATE To: Bank of America, N.A., as Administrative Agent and Collateral Agent, the Arrangers and the Lenders party to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of March 28, 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, modified and/or supplemented from time to time, the “Credit Agreement”), among the U.S. Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender), the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement)below. Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreement.THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS:

General Provisions. The Administrative Agent shall be entitled to rely upon without independent investigation the representations by the Assignor and Assignee contained in this Assignment and Assumption and shall not incur any liability for relying upon such representations. 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 by .pdf) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw of the State of New York. THIS 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 B FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ GUARANTEE AND SECURITY AGREEMENT [See Attached] To [Filed as Exhibit 10.5 of National Mentor Holdings, Inc. Form 10-Q for the Administrative Agent and each of the Banks party to the Credit Agreement referred to below Ladies and Gentlemen: quarterly period ended March 31, 2014] EXHIBIT C FORM OF EXEMPTION CERTIFICATE Reference is made to that certain the Credit Agreement, dated as of March 28January 31, 20032014, 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, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), among NMH HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), NATIONAL MENTOR HOLDINGS, INC., a Delaware corporation (the U.S. “Borrower, Solvest, Ltd.”), the lenders several banks and other financial institutions or entities from time to time party parties thereto (including the Lender“Lenders”), BARCLAYS BANK PLC, as administrative agent, and the other parties thereto agents, arrangers and Deutsche Bank AG New York Branchbookrunners party thereto. Unless otherwise defined herein, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as terms defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms Agreement and used but not defined herein shall have the respective meanings set forth given to them in the Credit Agreement.. (the “Non-U.S. Lender”) is providing this certificate pursuant to Section 2.19(d) of the Credit Agreement. The Non-U.S. Lender hereby represents and warrants 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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw of the State of New York. THIS ASSIGNMENT SHALL BE GOVERNED BYAssignment and Assumption EXHIBIT B-1 [Form of Pledge Agreement] PLEDGE AGREEMENT PLEDGE AGREEMENT dated as of June 5, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH2006 between CONSTELLATION BRANDS, THE LAW OF THE STATE OF NEW YORK INC., a corporation duly organized and validly existing under the laws of the State of Delaware (INCLUDING, WITHOUT LIMITATION, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAWthe “Borrower” ). * * * EXHIBIT H-1 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the Administrative Agent and ; each of the Banks party Subsidiaries of the Borrower identified under the caption “PLEDGORS” on the signature pages hereof (individually, a “Pledgor” and, collectively, the “Pledgors” and, together with the Borrower, the “Obligors”); and JPMORGAN CHASE BANK, N.A., as administrative agent for the lenders or other financial institutions or entities party, as lenders, to the Credit Agreement referred to below Ladies (in such capacity, together with its successors in such capacity, the “Administrative Agent” ). The Borrower, the Subsidiary Guarantors (being the parties listed in Schedule I to this Pledge Agreement), and Gentlemen: Reference is made the Administrative Agent are parties to that certain a Credit Agreement, Agreement dated as of March 28June 5, 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 2006 (as so amended modified and restated supplemented and as the same may be further amended, restated, modified and/or supplemented in effect from time to time, the “Credit Agreement”” ), among providing, subject to the U.S. Borrowerterms and conditions thereof, Solvestfor extensions of credit (by making of loans and issuing letters of credit) to be made by said lenders to the Borrower in an aggregate principal or face amount not exceeding $3,500,000,000 (which amount may, Ltd.in the circumstances therein provided, be increased to $4,000,000,000). In addition, the lenders Borrower may from time to time party thereto be obligated to certain of said lenders and other parties in respect of Other Indebtedness (including the Lenderas hereinafter defined). In addition, the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled Obligors (or any of them) may from time to the benefits thereof and time be obligated to various of the other Credit Documents Lenders (or their Affiliates) in respect of certain Hedging Agreements under and as defined in the Credit AgreementAgreement (such indebtedness being herein referred to as “Swap Indebtedness”, it being understood that such Swap Indebtedness shall continue to be secured hereunder whether or not any such Obligor’s counterparty under any Hedging Agreement remains a Lender). Unless otherwise indicated hereinTo induce said lenders and other parties to enter into the Credit Agreement and to make loans and extend credit to the Borrower thereunder, capitalized terms used but not defined herein shall have and for other good and valuable consideration, the respective meanings set forth receipt and sufficiency of which are hereby acknowledged, each Obligor has agreed to pledge, hypothecate and grant a security interest in the Credit Agreement.Collateral (as hereinafter defined) as security for the Secured Obligations (as so defined). Accordingly, the parties hereto 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 transmission or electronic submission (in .pdf form) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaws of the State of New York and, to the extent applicable, the United States of America. THIS ASSIGNMENT SHALL BE GOVERNED BYXXXXXXX X-0 [FORM OF] PROMISSORY NOTE April 12, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH2013 FOR VALUE RECEIVED, the undersigned, THE LAW OF THE STATE OF NEW YORK MEN’S WEARHOUSE, INC., a Texas corporation (INCLUDING“Borrower”), WITHOUT LIMITATION, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW). * * * EXHIBIT H-1 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To hereby promises to pay to the Administrative Agent and each order of (the Banks party “Lender”) the aggregate unpaid principal amount of all Revolving Loans made by the Lender to Borrower pursuant to the Credit Agreement referred to below Ladies below, on the dates and Gentlemen: Reference is made to that certain in the amounts set forth in the Credit Agreement. Borrower further agrees to pay interest on the unpaid principal amount hereof from time to time outstanding until such principal amount is paid in full, at the rates and on the dates specified in the Credit Agreement. This Note (a) is one of the Notes referred to in the Third Amended and Restated Credit Agreement dated as of March 28, 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 2013 (as so amended and restated and as the same may be further amended, restatedmodified, modified increased, supplemented and/or supplemented restated from time to time, the “Credit Agreement”), among the U.S. Borrower, SolvestXxxxxx The Suit People Inc., Ltd.a corporation organized under the laws of the Province of New Brunswick, Canada, MWUK Holding Company Limited, a corporation organized under the 2006 Companies Act of England and Wales, the lenders financial institutions from time to time party thereto (including the Lender)thereto, the other parties thereto and Deutsche Bank AG New York JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Administrative Agent and Deposit BankCanadian Agent, and X.X. Xxxxxx Europe Limited, as European Agent, (b) is entitled subject to the benefits thereof and provisions of the Credit Agreement, and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. Reference is made to the Credit Agreement for provisions for the acceleration of the maturity hereof. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest, notice of intent to accelerate, notice of acceleration and all other notices of any kind except those expressly required under the Credit Documents (as Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms Agreement and used but not defined herein shall have the respective meanings given to them in the Credit Agreement. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THE MEN’S WEARHOUSE, INC. By: Name: Title: EXHIBIT B-2 [FORM OF] PROMISSORY NOTE April 12, 2013 FOR VALUE RECEIVED, the undersigned, MOORES THE SUIT PEOPLE INC., a corporation organized under the laws of the Province of New Brunswick, Canada (“MSP”), hereby promises to pay to the order of (the “Lender”) the principal amount of the aggregate unpaid principal amount of all Revolving Loans made by the Lender to MSP pursuant to the Credit Agreement referred to below, on the dates and in the amounts set forth in the Credit Agreement. MSP further agrees to pay interest on the unpaid principal amount hereof from time to time outstanding until such principal amount is paid in full, at the rates and on the dates specified in the Credit Agreement. This Note (a) is one of the Notes referred to in the Third Amended and Restated Credit Agreement dated as of April 12, 2013 (as same may be amended, modified, increased, supplemented and/or restated from time to time, the “Credit Agreement”) among The Men’s Wearhouse, Inc., a Texas corporation, MSP, MWUK Holding Company Limited, a corporation organized under the 2006 Companies Act of England and Wales, the financial institutions from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, and X.X. Xxxxxx Europe Limited, as European Agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. Reference is made to the Credit Agreement for provisions for the acceleration of the maturity hereof. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest, notice of intent to accelerate, notice of acceleration and all other notices of any kind except those expressly required under the Credit Agreement. 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 LAW OF THE STATE OF NEW YORK. XXXXXX THE SUIT PEOPLE INC. By: Name: Title: XXXXXXX X-0 [FORM OF] PROMISSORY NOTE April 12, 2013 FOR VALUE RECEIVED, the undersigned, MWUK HOLDING COMPANY LIMITED, a corporation organized under the 2006 Companies Act of England and Wales (“MWUK”), hereby promises to pay to the order of (the “Lender”) the aggregate unpaid principal amount of all Revolving Loans made by the Lender to MWUK pursuant to the Credit Agreement referred to below, on the dates and in the amounts set forth in the Credit Agreement. MWUK further agrees to pay interest on the unpaid principal amount hereof from time to time outstanding until such principal amount is paid in full, at the rates and on the dates specified in the Credit Agreement. This Note (a) is one of the Notes referred to in the Third Amended and Restated Credit Agreement dated as of April 12, 2013 (as same may be amended, modified, increased, supplemented and/or restated from time to time, the “Credit Agreement”) among The Men’s Wearhouse, Inc., a Texas corporation, Moores The Suit People Inc., a corporation organized under the laws of the Province of New Brunswick, Canada, MWUK, the financial institutions from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, and X.X. Xxxxxx Europe Limited, as European Agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. Reference is made to the Credit Agreement for provisions for the acceleration of the maturity hereof. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest, notice of intent to accelerate, notice of acceleration and all other notices of any kind except those expressly required under the Credit Agreement. 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 LAW OF THE STATE OF NEW YORK. MWUK HOLDING COMPANY LIMITED By: Name: Title: XXXXXXX X-0 [FORM OF] SWINGLINE NOTE April 12, 2013 FOR VALUE RECEIVED, the undersigned, THE MEN’S WEARHOUSE, INC., a Texas corporation (“Borrower”), hereby promises to pay to the order of JPMORGAN CHASE BANK, N.A. (the “Swingline Bank”), as and when the same shall become due and payable pursuant to the Credit Agreement referred to below, the aggregate unpaid principal amount of all Swingline Loans made by the Swingline Bank to Borrower pursuant to the Credit Agreement. Borrower further agrees to pay interest on the unpaid principal amount hereof from time to time outstanding until such principal amount is paid in full, at the rates and on the dates specified in the Credit 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 means of electronic imaging shall be effective as delivery of a manually executed counterpart of the Assignmentthis Assignment and Assumption. THIS ASSIGNMENT AND ASSUMPTION AND ANY CLAIM, CONTROVERSY OR DISPUTE UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED IN CONTRACT (AT LAW OR IN EQUITY), TORT OR ANY OTHER THEORY, 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 REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE GENERAL OBLIGATIONS APPLICATION OF A DIFFERENT GOVERNING LAW). * * * EXHIBIT H-1 B FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the BORROWING REQUEST Xxxxxxx Xxxxx Bank USA, as Administrative Agent and each of for the Banks Lenders party to the Credit Agreement referred to below [Date] Ladies and Gentlemen: Reference is made The undersigned, Social Finance, Inc. (the “Borrower”), refers to that certain the Revolving Credit Agreement, dated as of March 28September 27, 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 2018 (as so amended and restated and as the same may be further amended, restated, modified amended and restated, modified, extended and/or supplemented from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the U.S. Borrower, Solvest, Ltd., the lenders from time to time party thereto (including each a “Lender” and collectively, the Lender“Lenders”), the other parties issuing banks from time to time party thereto (collectively, the “Issuing Banks”) and Deutsche Bank AG New York Branchyou, as Administrative Agent for such Lenders and Deposit BankIssuing Banks, and is entitled hereby gives you notice, irrevocably, pursuant to the benefits thereof and Section 2.03 of the other Credit Documents (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have that the respective meanings set forth in undersigned hereby requests a Borrowing under the Credit Agreement., and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.03 of the Credit Agreement:

General Provisions. This The provisions of this Assignment and Assumption shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and assignsassigns permitted under the Credit Agreement. This Assignment and Assumption may be executed in any number counterparts (and by different parties hereto on different counterparts), each of counterparts, which together shall constitute one instrumentan original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the Assignment. THIS 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 each law of the Banks party State of New York. Annex 1 to the Credit Agreement referred to below Ladies Assignment and Gentlemen: Assumption EXHIBIT B BORROWING BASE CERTIFICATE Monthly accounting period ended ____________, 20__ Reference is made to that certain the Amended and Restated Senior Secured Revolving Credit Agreement, Agreement dated as of March 28December 14, 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 2022 (as so amended and restated and as the same may be further amended, restated, modified and/or amended and restated, supplemented from time to timeor otherwise modified, the “Credit Agreement”), among Owl Rock Capital Corporation III (the U.S. “Borrower, Solvest, Ltd.”), the lenders from time to time party thereto (including the Lender)and JPMorgan Chase Bank, the other parties thereto and Deutsche Bank AG New York BranchN.A., as Administrative Agent and Deposit Bankas Collateral Agent. Terms defined in the Credit Agreement are used herein as defined therein. The contents of this certificate are confidential and subject to Section 9.13(b) of the Credit Agreement. Pursuant to [Section 5.01(d) of]6 the Credit Agreement, the undersigned, the ______________ of the Borrower, and is entitled to the benefits thereof and as such a Financial Officer of the other Borrower, hereby certifies on behalf of the Borrower, in the undersigned’s capacity as a Financial Officer of the Borrower and not in the undersigned’s individual capacity, that attached hereto as Annex 1 is (a) a complete and correct list as at [the end of the monthly accounting period ended] ____________, 20__ (the “Reference Date”) of all Portfolio Investments included in the Borrowing Base, (b) the Borrower’s computation [(and including the rationale for any industry reclassification)] of the Borrowing Base as of the Reference Date determined in accordance with the requirements of the Credit Documents Agreement, (c) (i) the quantity sold of any Portfolio Investment previously included in the Borrowing Base in such accounting period, (ii) the value assigned to each such Portfolio Investment as of the prior accounting period, (iii) the weighted average sale price of each such Portfolio Investment sold and (iv) the variance between (ii) and (iii),(d) the aggregate amount of all accrued paid-in-kind interest and all paid-in-kind interest collected, in each case, during such accounting period on Portfolio Investments included in the Borrowing Base and (e) without limiting the generality of the foregoing, all Portfolio Investments included in the calculation of the Borrowing Base herein have been Delivered (as defined in the Credit Guarantee and Security Agreement)) to the Collateral Agent. Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings set forth 6 Bracketed provisions to be added only if such Borrowing Base Certificate is being delivered in connection with Section 5.01(d) of the Credit Agreement.. Borrowing Base Certificate

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 Assignment and Assumption. This Assignment and Assumption shall be governed by and construed in accordance with the Assignmentapplicable 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 ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK This governing law election has been made by the parties in reliance (INCLUDING, WITHOUT LIMITATION, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW). * * * EXHIBIT H-1 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the Administrative Agent and each at least in part) on Section 5–1401 of the Banks party General Obligations Law of the State of New York, as amended (as and to the Credit extent applicable), and other applicable law. 6 The concept of “Foreign Lender” should be conformed to the section in the Term Loan Agreement referred governing withholding taxes and gross-up. STANDARD TERMS AND CONDITIONS TO THE ASSIGNMENT AND ASSUMPTION, Solo Page EXHIBIT B TO SMITHFIELD FOODS, INC. TERM LOAN AGREEMENT COMPLIANCE CERTIFICATE EXHIBIT B, Cover Page COMPLIANCE CERTIFICATE This Compliance Certificate is delivered pursuant to below Ladies and Gentlemen: Reference is made to that certain Credit Section 5.01(c) of the Term Loan Agreement, (dated as of March 28, 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 26July 2, 2009 and further amended as of March 2, 2010 (as so amended and restated and as the same may be further amended, restated, supplemented or otherwise modified and/or supplemented from time to time, time (the “Credit Term Loan Agreement”), among Smithfield Foods, Inc. (the U.S. “Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender”), the other parties Lenders party thereto and Deutsche Bank AG Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank Nederland”, New York Branch, as administrative agent (in such capacity, the “Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit AgreementAgent”). Unless otherwise indicated defined herein, capitalized terms defined in the Term Loan Agreement and used but not defined herein shall have the respective meanings set forth given to them in the Credit Term Loan 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 of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of the this Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BYThis Assignment shall be governed by, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITHand construed in accordance with, THE LAW OF THE STATE OF NEW YORK the law of the State of New York. (INCLUDINGAssignee to list names of credit contacts, WITHOUT LIMITATIONaddresses, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW). * * * phone and facsimile numbers, electronic mail addresses and account and payment information) [Letterhead of Borrower's Counsel] EXHIBIT H-1 E FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To OPINION OF COUNSEL January 24, 2003 Each of the Lenders under the Credit Agreement, including those Lenders listed in Schedule A hereto Bank of America, N.A., as Administrative Agent and each of the Banks party to the Credit Agreement referred to below for such Lenders Ladies and Gentlemen: Reference is made to that certain We have acted as counsel for Enbridge Energy Partners, L.P., a Delaware limited partnership (the "MLP"), in connection with its execution and delivery today of (i) the Amended and Restated Credit Agreement, Agreement dated as of March 28January 24, 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 2003 (as so amended and restated and as the same may be further amended, restated, modified and/or supplemented from time to time, the “"Credit Agreement”"), by and among the U.S. Borrower, Solvest, Ltd.MLP, the lenders from time to time party parties thereto (including the Lender"Lenders"), the other parties thereto and Deutsche Bank AG New York Branchof America, N.A., as administrative agent (in such capacity, the "Administrative Agent Agent") and Deposit Bank, and is entitled (ii) the promissory notes of even date herewith delivered pursuant to the benefits thereof Credit Agreement (the "Notes"). Capitalized terms used and of not defined herein have the other Credit Documents (as defined meanings assigned in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined The opinions expressed herein shall have the respective meanings set forth in are being furnished to you pursuant to Section 4.01(a)(vii) of the Credit Agreement.. In rendering the opinions expressed herein, we have (i) examined the Credit Agreement and the Notes (collectively, the "Financing Documents"), partnership records of the MLP, certificates of representatives of the MLP, certificates and other communications of public officials and such other instruments, agreements and documents as are in our judgment necessary to enable us to render the opinions expressed herein, and (ii) as to questions of fact material to the opinions expressed herein, and as to factual matters arising in connection with our examination of the aforesaid materials, relied, to the extent we deemed appropriate, upon the factual representations and warranties contained in the Financing Documents, upon such certificates, communications, instruments, agreements and documents and certain facts stated elsewhere herein. In making such examination and in such reliance, we have assumed the authenticity and completeness of all records, certificates, instruments, agreements and other documents submitted to us as originals, the conformity to authentic originals, records, certificates, instruments, agreements and other documents of all copies submitted to us as copies, and the authenticity of the originals of such latter records, certificates, instruments, agreements and other documents. In addition, we have assumed the legal capacity of each natural person identified in, or indicated as having executed, any of those records, certificates, instruments, agreements and other documents and the genuineness of all signatures on all such records, certificates, instruments, agreements and other documents. In rendering the opinions expressed herein, we also have assumed 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. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Annex 1–1 to Exhibit B 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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignment. THIS 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 each law of the Banks party State of New York. Annex 1–2 to Exhibit B EXHIBIT C to the Credit Agreement referred FORM OF NOTE $ New York, New York Note No. , 20 For value received, the undersigned TAMPA ELECTRIC COMPANY, a Florida corporation (“Borrower”), promises to below Ladies pay to (“Lender”), at the office of located at , in lawful money of the United States of America and Gentlemen: Reference is in immediately available funds, the principal amount of DOLLARS ($ ), or if less, the aggregate unpaid and outstanding principal amount of Loans made by Lender to Borrower pursuant to that certain Credit Agreement, Agreement dated as of March 28December 17, 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 2021 (as so amended and restated and as the same may be further amended, restated, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), by and among the U.S. Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender)“Lenders”) and Xxxxx Fargo Bank, the other parties thereto and Deutsche Bank AG New York BranchNational Association, as Administrative Agent for the Lenders (“Administrative Agent”), and Deposit Bank, all other amounts owed by Borrower to Lender hereunder. This is one of the Notes referred to in the Credit Agreement and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement)is subject to all terms, provisions and conditions thereof. Unless otherwise indicated herein, capitalized Capitalized terms used but and not defined herein shall have the respective meanings set forth in the Credit Agreement.. The principal amount hereof is payable in accordance with the Credit Agreement, and such principal amount may be prepaid solely in accordance with the Credit Agreement. Borrower further agrees to pay, in lawful money of the United States of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of interest and at the times set forth in the Credit Agreement and Borrower agrees to pay other fees and costs as stated in the Credit Agreement. If any payment on this Note becomes due and payable on a date which is not a Banking Day, such payment shall be made on the first succeeding, or next preceding, Banking Day, in accordance with the terms of the Credit Agreement. All Loans made by Lender pursuant to the Credit Agreement and other Credit Facility Documents, and all payments and prepayments made on account of the principal balance hereof shall be recorded by Lender on the grid attached hereto, provided that failure to make such a notation shall not affect or diminish Borrower’s obligation to repay all amounts due on this Note as and when due. Upon the occurrence and during the continuation of any one or more Events of Default, all amounts then remaining unpaid on this Note may become or be declared to be immediately due and payable as provided in the Credit Agreement and other Credit Facility Documents. Borrower agrees to pay costs and expenses, including without limitation attorneys’ fees, as set forth in Section 8.4 of the Credit Agreement. This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. TAMPA ELECTRIC COMPANY By: Name: Title: By: Name: Title: EXHIBIT D to the Credit Agreement [Reserved] EXHIBIT E-1 to the Credit Agreement [Reserved] EXHIBIT E-2 to the Credit Agreement FORM OF NOTICE OF CONVERSION OF LOAN TYPE (Delivered pursuant to Section 2.1.3) [Date] Xxxxx Fargo Bank, National Association, as Administrative Agent for the Lenders with copy to:

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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw of the State of New York. THIS 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). * * * F-4 Form of Assignment and Assumption EXHIBIT H-1 F-2 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ADMINISTRATIVE QUESTIONNAIRE F-2-1 117236267v3 EXHIBIT G FORM OF GUARANTY AMENDED AND RESTATED CONTINUING GUARANTY [Re: Tanger Properties Limited Partnership – Fourth Amended and Restated Liquidity Credit Agreement] To 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 BANK OF AMERICA, N.A., in its capacity as the Administrative Agent and each of the Banks party to under the Credit Agreement referred to below Ladies referenced herein (in such capacity and Gentlemen: Reference is made to that certain 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 Fourth Amended and Restated Liquidity Credit Agreement dated as of March 28July 13, 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 2021 (as so amended and restated and as the same may be further amended, restated, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), among the U.S. Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender), the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement). Unless otherwise indicated herein, ; capitalized terms used but herein and not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.) among the Borrower, the Agent, and such Lenders, the undersigned Guarantor (whether one or more the “Guarantor”, and if more than one jointly and severally) hereby furnishes to the Agent, for the benefit of the Agent and Lenders, its amended and restated guaranty of the Guaranteed Obligations (as hereinafter defined) as set forth herein; provided, that this Guaranty constitutes an amendment, restatement, and continuation of that certain Continuing Guaranty initially entered into by Guarantor and certain other parties in favor of the Agent in connection with the Replaced Credit Facility (as the same may have been from time to time amended, restated, supplemented, or otherwise modified, the “Replaced Guaranty”) and does not constitute a novation, termination or release of or with respect to any of the obligations or indebtedness represented by the Replaced Guaranty. Now, therefore, the Guarantor agrees as follows:

General Provisions. This Assignment and Acceptance shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number counterparts (and by different parties hereto on different counterparts), each of counterparts, 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 to this Assignment and Acceptance by telecopy facsimile transmission or in electronic (e.g., “pdf” or “tif”) format shall be as effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Assignment and Acceptance and the Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BYtransactions contemplated hereby 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 and construed in accordance with the Administrative Agent and each law of the Banks party State of New York, without regard to conflict of laws principles that would result in the application of any law other than the law of the State of New York. Exhibit B to the Credit Agreement referred to below Ladies and Gentlemen: FORM OF AFFILIATED LENDER ASSIGNMENT AND ACCEPTANCE Reference is made to that certain Amended and Restated Credit Agreement, dated as of March 28, 2003, amended and restated as of April October 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 2018 (as so amended and restated and as the same may be further amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), among ENVIVA PARTNERS, LP, a limited partnership formed under the U.S. laws of Delaware (the “Borrower, Solvest, Ltd.”), the lenders Lenders from time to time party thereto, BARCLAYS BANK PLC, as administrative agent for the Lenders (in such capacity, including any successor thereto (including the Lender)in such capacity, the other parties thereto “Administrative Agent”) and Deutsche Bank AG New York BranchBARCLAYS BANK PLC, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement)collateral agent. Unless otherwise indicated herein, capitalized Capitalized terms used but herein and not otherwise defined herein shall have the respective meanings set forth assigned to such terms in the Credit Agreement. 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 acceptance agreement (this “Affiliated Lender Assignment and Acceptance”) as if set forth herein in full.

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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw of the State of North Carolina. THIS 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 E FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To NOTE PROMISSORY NOTE US$ , FOR VALUE RECEIVED, the Administrative Agent and each undersigned, XXXXXX’X-XXXXX, INC. (the “Company”), hereby promises to pay to the order of or its registered assigns (the “Lender”) the principal sum of Dollars ($ ) or, if less, the aggregate unpaid principal amount of the Banks party Term Loans made by the Lender to the Credit Agreement referred Company pursuant to below Ladies and Gentlemen: Reference is made to that certain the Term Loan Credit Agreement, dated as of March 28, 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 September 26, 2009 and further amended as of March 2, 2010 2012 (as so amended and restated and as the same may be further amended, restated, or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), among the U.S. BorrowerCompany, Solvestvarious financial institutions, Ltd.and Bank of America, N.A., as Administrative Agent, on the lenders dates and in the amounts provided in the Credit Agreement. The Company further promises to pay interest on the unpaid principal amount of the Term Loans evidenced hereby from time to time party at the rates, on the dates, and otherwise as provided in the Credit Agreement. The Lender is authorized to endorse the amount and the date on which each Term Loan is made and each payment of principal with respect thereto on the schedules annexed hereto and made a part hereof, or on continuations thereof which shall be attached hereto and made a part hereof; provided that any failure to endorse such information on such schedule or continuation thereof shall not in any manner affect any obligation of the Company under the Credit Agreement and this Promissory Note (including this “Note”). This Note is one of the Lender), the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit BankNotes referred to in, and is entitled to the benefits thereof and of, the Credit Agreement, which Credit Agreement, among other things, contains provisions for acceleration of the other Credit Documents (as maturity hereof upon the happening of certain stated events. Terms defined in the Credit Agreement)Agreement are used herein with their defined meanings therein unless otherwise defined herein. Unless otherwise indicated hereinThis Note shall be governed by, capitalized terms used but not defined herein shall have and construed and interpreted in accordance with, the respective meanings set forth in laws of the Credit AgreementState of North Carolina without regard to the conflicts or choice of law principles thereof.

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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw of the State of North Carolina. THIS 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 B FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ADMINISTRATIVE QUESTIONNAIRE [Please see attached] To 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 and each of the Banks party to under the Credit Agreement referred to below Ladies referenced herein (in such capacity and Gentlemen: Reference is made to that certain 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 March 28February 24, 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 2012 (as so amended and restated and as the same may be further amended, restated, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), among the U.S. Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender), the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement). Unless otherwise indicated herein, ; capitalized terms used but herein and not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.) among the Borrower, the Agent, such Lenders, and the other parties thereto, the undersigned Guarantor (whether one or more the “Guarantor”, 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 Guaranteed Obligations (as hereinafter defined) 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 the Assignment. THIS 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 B FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ LOAN REQUEST [Date] To the National City Bank, as Administrative Agent and each of for the Banks Lenders party to the Credit Agreement referred to below [_________________] [_________________] [_________________] Attention: ___________ Ladies and Gentlemen: Reference is made TAL International Container Corporation, a Delaware corporation (the "Borrower"), submits this Loan Request pursuant to that certain Section 12.3 of the Credit Agreement, dated as of March 28August ____, 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 2007 (as so amended and restated and as the same may be further amended, restated, modified and/or supplemented from time to time, the “"Credit Agreement”," the capitalized terms defined therein being used herein as therein defined), among the U.S. Borrower, Solvestthe lenders from time to time party thereto (the "Lenders"), Ltd.and National City Bank, as Administrative Agent (the "Agent") and as Collateral Agent for such Lenders. 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 at the times provided in Section 4 of the Credit Agreement. The Borrower promises to pay interest, on demand, on any overdue principal and fees and, to the extent permitted by law, overdue interest from their due dates at a rate or rates determined as set forth in the Credit Agreement. The 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 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 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 other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bankthe 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 Credit Loan Documents (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not This Note is secured by the Security Documents (as defined herein shall have the respective meanings set forth 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 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 Credit Agreement) 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 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 Assignment and Acceptance. This Assignment and Acceptance shall be deemed to be a contract made under, governed by, and construed in accordance with, the Assignment. THIS 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 each laws of the Banks party State of New York (including for such purposes Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York) without regard to conflicts of laws principles. EXHIBIT E COMPLIANCE CERTIFICATE CHAMPION ENTERPRISES, INC. [__________ ___, 20__] This Compliance Certificate (this "Certificate") is delivered by CHAMPION ENTERPRISES, INC., a Michigan corporation (the Credit Agreement referred "Parent") pursuant to below Ladies and Gentlemen: Reference is made to clause (c) of Section 7.1 of that certain Amended and Restated Credit Agreement, dated as of March 28April 7, 20032006 (as amended, supplemented, 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, or otherwise modified and/or supplemented from time to time, the “"Credit Agreement”"), among Champion Home Builders Co. (the U.S. "Borrower, Solvest, Ltd."), the lenders Parent, the various financial institutions and other Persons from time to time party parties thereto (including the each a "Lender"), the other parties thereto and Deutsche Bank AG New York BranchCredit Suisse, as Administrative Agent and Deposit Bankfor the Lenders. Unless otherwise defined herein or the context otherwise requires, and is entitled to terms used herein have the benefits thereof and of the other Credit Documents (as defined meanings provided in the Credit Agreement. This Certificate relates to the ______ [Fiscal Quarter] [Fiscal Year], commencing on _________, ______ and ending on __________, _____ (such latter date being the "Computation Date"). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have The undersigned is duly authorized to execute and deliver this Certificate on behalf of the respective meanings set forth in Parent. By executing this Certificate the Credit Agreement.undersigned hereby certifies to the Administrative Agent and Lenders that as of the Computation Date:

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 the this Assignment. THIS ASSIGNMENT AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, INCLUDING SECTION 5.1401 5-1401 OF THE GENERAL OBLIGATIONS LAWLAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. * * * IX-Annex 2 EXHIBIT H-1 X [FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ SOLVENCY CERTIFICATE] To the Administrative Agent and each of the Banks party to the Credit Agreement referred to below Ladies and Gentlemen: Reference SOLVENCY CERTIFICATE This SOLVENCY CERTIFICATE (this “Certificate”) is made to delivered in connection with that certain Credit Agreement, dated as of March 28July 26, 20032007, as amended and restated by that certain First Amendment to Credit Agreement, dated as of April 18February 17, 20052010, as further amended by that certain Second Amendment to Credit Agreement and restated as of April 12Amendments to Loan Documents (the “Second Amendment”), 2006, further amended dated as of March 1825, 20092011, 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, modified and/or supplemented from time to timeor otherwise modified, the “Credit Agreement”), by and among the U.S. Isle of Capri Casinos, Inc., a Delaware corporation (“Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender”), the other parties thereto and Deutsche Bank AG New York financial institutions listed on the signature pages thereof (collectively, “Lenders”), Xxxxx Fargo Bank, National Association (as successor to Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch)), as agent for Lenders (in such capacity, the “Administrative Agent Agent”), Issuing Bank and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement)Swing Line Lender. Unless otherwise indicated herein, capitalized Capitalized terms used but not defined herein shall without definition have the respective same meanings set forth as in the Credit 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 shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption and the Assignmentrights 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 York 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. THIS 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 E [RESERVED] EXHIBIT F FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the Administrative Agent and each of the Banks party to the Credit Agreement referred to below Ladies and Gentlemen: EXEMPTION CERTIFICATE15 Reference is made to that certain theAsset-Based Revolving Credit Agreement, dated as of March 28September 7, 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 2016 (as so amended and restated and as the same may be further amended, restated, waived, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), among Revlon Consumer Products Corporation, a Delaware corporation (the U.S. “Borrower”), SolvestRevlon, Ltd.Inc., a Delaware corporation (“Holdings”), solely for purposes of Section 7A, the lenders from time to time Local Borrowing Subsidiaries party thereto, the Lenders and Issuing Lenders party thereto and Citibank, N.A. (including the Lender“Citi”), the other parties thereto as administrative agent, collateral agent, issuing lender and Deutsche Bank AG New York Branchswingline lender. Unless otherwise defined herein, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as terms defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms Agreement and used but not defined herein shall have the respective meanings set forth given to them in the Credit Agreement.. ______________________ (the “Non-US Lender”) is providing this certificate pursuant to Section 2.20(e) of the Credit Agreement. The Non-US Lender hereby represents and warrants 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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw 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. XXXXXXX X-0 FORM OF THREE YEAR 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 Three Year Term Loan from time to time made by the Lender to the Borrower under that certain Amended and Restated Term Loan Credit Agreement, dated as of March 26, 2020 (as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent. The Borrower promises to pay interest on the unpaid principal amount of the Three Year 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 (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Three Year 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. 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 Three Year Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Three Year 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 Three Year Term Note and endorse thereon the date, amount, currency and maturity of its Three Year Term Loans and payments with respect thereto. The Borrower hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Three Year Term Note. THE ASSIGNMENT OF THIS THREE YEAR 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 ASSIGNMENT THREE YEAR TERM NOTE SHALL BE GOVERNED BY, BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH THE LAW LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5.1401 REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT THE APPLICATION OF THE GENERAL OBLIGATIONS 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 THREE YEAR 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. * * * EXHIBIT H-1 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 Interest Paid This Date Outstanding Principal Balance This Date Notation Made By ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ XXXXXXX X-0 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To FIVE YEAR 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 Five Year Term Loan from time to time made by the Lender to the Borrower under that certain Amended and Restated Term Loan Credit Agreement, dated as of March 26, 2020 (as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent. The Borrower promises to pay interest on the unpaid principal amount of the Five Year 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 and each for the account of the Banks party 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 Five Year Term Note is one of the Notes referred to in the Agreement, is entitled to the Credit Agreement referred benefits thereof and may be prepaid in whole or in part subject to below 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 Five Year Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Five Year 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 Five Year Term Note and endorse thereon the date, amount, currency and maturity of its Five Year Term Loans and payments with respect thereto. The Borrower hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Five Year Term Note. THE ASSIGNMENT OF THIS FIVE YEAR 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 FIVE YEAR 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 FIVE YEAR 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 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 Gentlemen: Reference is made to that certain Amended and Restated Term Loan Credit Agreement, dated as of March 2826, 20032020 (as further amended, 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, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among Constellation Brands, Inc., a Delaware corporation (the “Borrower”), among the U.S. Borrower, Solvest, Ltd., the lenders Lenders from time to time party thereto (including the Lender)and Bank of America, the other parties thereto and Deutsche Bank AG New York BranchN.A., as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and Agent. The undersigned hereby requests (select one): ☐ A Borrowing of the other Credit Documents (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreement.Loans ☐ A conversion or continuation of Loans

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 in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption [and the Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BYother Loan Documents] and any claim, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITHcontroversy, THE LAW OF THE STATE OF NEW YORK dispute or cause of action (INCLUDINGwhether in contract or tort or otherwise) based upon, WITHOUT LIMITATIONarising out of or relating to this Assignment and Assumption [(except, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAWas to any other Loan Document, as expressly set forth therein). * * * EXHIBIT H-1 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To and the Administrative Agent transactions contemplated hereby and each thereby shall be governed by, and construed in accordance with, the law of the Banks party to the Credit Agreement referred to below Ladies and GentlemenState of New York. Exhibit 1.1(c) [FORM OF] BANK PRODUCT PROVIDER NOTICE TO: Reference is made to that certain Xxxxx Fargo Bank, National Association, as Agent RE: Credit Agreement, dated as of March 2827, 20032015, amended by and restated among UNIVERSAL HEALTH REALTY INCOME TRUST, a real estate investment trust organized under the laws of Maryland (the “Borrower”), the Guarantors, the Lenders and XXXXX FARGO BANK, NATIONAL ASSOCIATION, 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 administrative agent for the Lenders (as so amended and restated and as the same may be further amended, modified, extended, restated, modified and/or replaced, or supplemented from time to time, the “Credit Agreement”), among the U.S. Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender), the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement). Unless otherwise indicated herein, ; capitalized terms used but herein and not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.) DATE: [ ] [__], [ ] [Name of Bank Product Provider] hereby notifies you, pursuant to the terms 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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignment. THIS 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 each law of the Banks party State of New York. EXHIBIT B to the Credit Agreement referred FORM OF NOTE $ New York, New York Note No. , 200_ For value received, the undersigned TECO ENERGY, INC., a Florida corporation (“Borrower”), promises to below Ladies pay to (“Lender”) at the office of JPMorgan Chase Bank, N.A., located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 in lawful money of the United States of America and Gentlemen: Reference is made in immediately available funds, the principal amount of DOLLARS ($ ), or if less, the aggregate unpaid and outstanding principal amount of Loans advanced by Lender to Borrower pursuant to that certain Amended and Restated Credit Agreement, dated as of March 28October 11, 20032005 (as amended, amended supplemented or otherwise modified from time to time, the “Credit Agreement”), by and restated among Borrower, TECO Finance, Inc., the lenders party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (“Administrative Agent”), and all other amounts owed by Borrower to Lender hereunder. This is one of April 18the Notes referred to in the Credit Agreement and is entitled to the benefits thereof and is subject to all terms, 2005provisions and conditions thereof. Capitalized terms used and not defined herein shall have the meanings set forth in the Credit Agreement. The principal amount hereof is payable in accordance with the Credit Agreement, and such principal amount may be prepaid solely in accordance with the Credit Agreement. Borrower further amended agrees to pay, in lawful money of the United States of America and restated in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of interest and at the times set forth in the Credit Agreement and Borrower agrees to pay other fees and costs as stated in the Credit Agreement. If any payment on this Note becomes due and payable on a date which is not a Banking Day, such payment shall be made on the first succeeding, or next preceding, Banking Day, in accordance with the terms of April 12the Credit Agreement. All Loans made by Lender pursuant to the Credit Agreement and other Credit Facility Documents, 2006and all payments and prepayments made on account of the principal balance hereof shall be recorded by Lender on the grid attached hereto, further amended provided that failure to make such a notation shall not affect or diminish Borrower’s obligation to repay all amounts due on this Note as and when due. Upon the occurrence and during the continuation of March 18any one or more Events of Default, 2009all amounts then remaining unpaid on this Note may become or be declared to be immediately due and payable as provided in the Credit Agreement and other Credit Facility Documents. Borrower agrees to pay costs and expenses, further amended including without limitation attorneys’ fees, as set forth in Section 8.4 of the Credit Agreement. This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. TECO ENERGY, INC. By: Name: Title: Date Advance Prepayment or Repayment Outstanding Balance EXHIBIT C-1 to the Credit Agreement FORM OF NOTICE OF BORROWING (Delivered pursuant to Section 2.1.1.2t) [Date] JPMorgan Chase Bank, N.A. 0000 Xxxxxx Xxxxxx Houston, Texas 77012 Attention: Loan and Agency Services with copy to: JPMorgan Chase Bank, N.A. 000 Xxxx Xxxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxx Re: TECO Energy, Inc. Amended and Restated Credit Agreement: Notice of Borrowing This Notice of Borrowing is delivered to you pursuant to Section 2.1.1.2 of the Amended and Restated Credit Agreement dated as of October 2611, 2009 and further amended as of March 2, 2010 2005 (as so amended and restated and as the same may be further amended, restated, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), among the U.S. TECO Energy, Inc., a Florida corporation (“Borrower”), SolvestTECO Finance, Ltd.Inc., the lenders from time to time party thereto (including the Lender)“Lenders”) and JPMorgan Chase Bank, the other parties thereto and Deutsche Bank AG New York BranchN.A., as administrative agent for the Lenders (“Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit AgreementAgent”). Unless otherwise indicated herein, All capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreement.Agreement unless otherwise defined herein or unless the context requires otherwise. This Notice of Borrowing constitutes a request for a Borrowing as set out 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, 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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignment. THIS 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 each law of the Banks party to State of New York. EXHIBIT 1.1(c) [FORM OF] JOINDER AGREEMENT THIS JOINDER AGREEMENT (this “Agreement”), dated as of [__________, ____], is by and among [_____________________, a ______________________] (the Credit Agreement referred to below Ladies “Subsidiary Guarantor”), Enova International, Inc., a Delaware corporation (the “Borrower”), and Gentlemen: Reference is made to Jefferies Finance LLC, in its capacity as administrative agent (in such capacity, the “Administrative Agent”) under that certain Credit Agreement, dated as of March 28May 14, 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 2014 (as so amended and restated and as the same may be further amended, modified, extended, restated, modified and/or replaced, or supplemented from time to time, the “Credit Agreement”), by and among the U.S. Borrower, Solvest, Ltd.the Guarantors, the lenders from time to time party thereto (including Lenders and the Lender), Administrative Agent. Capitalized terms used herein but not otherwise defined shall have the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined meanings provided in the Credit Agreement). Unless otherwise indicated hereinThe Subsidiary Guarantor is an Additional Credit Party, capitalized terms used but not defined herein shall have the respective meanings set forth in and, consequently, the Credit Agreement.Parties are required by Section 5.15 of the Credit Agreement to cause the Subsidiary Guarantor to become a “Guarantor” thereunder. Accordingly, the Subsidiary Guarantor and the Borrower hereby agree as follows with the Administrative Agent, for the benefit of the Lenders:

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 (as defined in the Credit Agreement) or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Approved Electronic Platform (as defined in the Credit Agreement) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignment. THIS 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 each law of the Banks party to the Credit Agreement referred to below State of New York. EXHIBIT B [Reserved] EXHIBIT C-1 [FORM OF] BORROWING REQUEST NERDWALLET, INC. JPMorgan Chase Bank, N.A. 00 Xxxxx Xxxxxxxx, Xxxxx X0 Suite IL1-1145 Chicago, IL, 60603-2300 Attention: ___________________ Fax No: (312) ___________ Date: Ladies and Gentlemen: Reference This Borrowing Request is made furnished pursuant to Section 2.03 of that certain Credit Agreement, Agreement dated as of March 28, 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 September 26, 2009 and further amended as of March 2, 2010 2023 (as so amended and restated and as the same may be further amended, restated, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”)) among NerdWallet, among Inc., a Delaware corporation, (the U.S. “Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender”), the other parties Loan Parties, the lenders party thereto and Deutsche Bank AG New York BranchJPMorgan Chase Bank, N.A. (“Chase”), as Administrative Agent and Deposit Bank, and is entitled to for the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement)Lenders. Unless otherwise indicated defined herein, capitalized terms used but not defined herein shall in this Borrowing Request have the respective meanings ascribed thereto in the Agreement. The Borrower represents that, as of this date, the conditions precedent set forth in Section 4.02 are satisfied. The Borrower hereby notifies Chase of its request for the Credit Agreement.following Revolving Borrowing:

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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignment. THIS 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 each law of the Banks party State of New York. Apria, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Credit Agreement referred to below Ladies Securities and GentlemenExchange Commission. EXHIBIT L-2 [FORM OF] AFFILIATED LENDER NOTICE Citizens Bank, N.A. Attention: Reference is made to that certain Xxxx Xxxxx 00 Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 Telephone: [redacted] Fax: [redacted] Email [redacted] Re: Credit Agreement, dated as of March 28June 21, 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 2019 (as so amended and restated and as the same may be further amended, restated, amended and restated, refinanced, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), among Apria Healthcare Group Inc., a Delaware corporation (the U.S. “Borrower”), SolvestApria Holdings LLC, Ltd.a Delaware limited liability company (together with any of its successors, “Holdings”), the lenders other Guarantors from time to time party thereto, Citizens Bank, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer, and each lender from time to time party thereto Dear Sir or Madam: The undersigned (including the Lender)“Proposed Affiliate Assignee”) hereby gives you notice, the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled pursuant to the benefits thereof and Section 10.07(l) of the other Credit Documents (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings set forth in 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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw of the State of New York. THIS 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). * * * 67428907_5 EXHIBIT H-1 F FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the Administrative Agent and each of the Banks party to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of March 28, 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, modified and/or supplemented from time to timeGUARANTY SECOND AMENDED AND RESTATED CONTINUING GUARANTY FOR VALUE RECEIVED, the “Credit Agreement”)sufficiency of which is hereby acknowledged, among the U.S. Borrower, Solvest, Ltd., the lenders and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time party thereto made or granted to On Assignment, Inc., a Delaware corporation (including the Lender“Borrower”), by the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents Secured Parties (as defined in the Credit AgreementAgreement identified below). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have this Second Amended and Restated Continuing Guaranty (as amended, modified, supplemented or restated and in effect from time to time, this “Guaranty”) is made as of June 5, 2015 by the respective meanings set forth Borrower and each direct and indirect Subsidiary of the Borrower party hereto (collectively, the “Subsidiary Guarantors” and, together with the Borrower, the “Guarantors”, and each individually, a “Guarantor”) in favor of Xxxxx Fargo Bank, National Association, as administrative agent (in such capacity, the Credit Agreement.“Administrative Agent”) for itself and the other Secured Parties, and each Guarantor hereby furnishes its guaranty of the applicable Guaranteed Obligations (as hereinafter defined) 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 the Assignment. THIS 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 K TO SECOND LIEN LOAN AGREEMENT FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT PULITZER JUNIOR INTERCREDITOR AGREEMENT [To come.] EXHIBIT L TO SECOND LIEN LOAN AGREEMENT FORM OF PREPAYMENT OPTION NOTICE Attention of [ ] To the Administrative Agent and each of the Banks party to the Credit Agreement referred to below Telecopy No. [ ] [Date] Ladies and Gentlemen: Reference is made The undersigned, , as administrative agent (in such capacity, the “Administrative Agent”), refers to that certain Credit the Second Lien Loan Agreement, dated as of March 28, 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 2014 (as so amended and restated and as the same may be further amended, restated, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Loan Agreement”), among Xxx Enterprises, Incorporated (the U.S. “Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender”), the other parties thereto Lenders party thereto, and Deutsche Bank AG New York BranchWilmington Trust, National Association, as administrative agent (in such capacity, the “Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit AgreementAgent”). Unless otherwise indicated defined herein, capitalized terms defined in the Loan Agreement and used but not defined herein shall have the respective meanings given to them in the Loan Agreement. The Administrative Agent hereby gives notice of an offer of prepayment made by the Borrower pursuant to Section 5.02(c) of the Loan Agreement of the Pulitzer Excess Cash Flow Repayment Amount. Amounts applied to prepay the Loans shall be applied pro rata to the Loans held by you. The portion of the Pulitzer Excess Cash Flow Repayment Amount to be allocated to the Loans held by you and the date on which such prepayment will be made to you (should you elect to receive such prepayment) are set forth in the Credit Agreement.below:

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 the this Assignment. This Assignment shall be governed by, and construed in accordance with, the laws of the State of New York. EXHIBIT G [Reserved] EXHIBIT H FORM OF TERM LOAN NOTE ___________, ______ FOR VALUE RECEIVED, the undersigned, Tesoro Corporation, a Delaware corporation (the “Borrower”), 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) [AMOUNT] [($[])], or, if less, (b) the aggregate unpaid principal amount of the Loan from time to time made by the Lender to the Borrower under that certain Term Loan Credit Agreement, dated as January 28, 2013 (as amended, 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 the Borrower, the Lenders party thereto from time to time, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent, and the other parties named therein. The Borrower promises to pay interest on the unpaid principal amount of the 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) 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 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 Loan evidenced hereby is guaranteed as provided therein and in the other Loan Documents. The Loans evidenced hereby are subject to prepayment prior to the Maturity Date, in whole or in part, as provided in the Credit Agreement. The 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, its successors and assigns, hereby waives presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Promissory Note. THIS ASSIGNMENT PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW)YORK. * * * TESORO CORPORATION By: Name: Title: Signature Page Tesoro Corporation –Term Loan Credit Agreement Term Loan Note EXHIBIT H-1 I FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT SOLVENCY CERTIFICATE Date: [ ] To the ], 2013 To: The Administrative Agent and each of the Banks Lenders party to the Credit Agreement referred to below Ladies and GentlemenRe: Reference is made to that certain Term Loan Credit Agreement, dated as of March January 28, 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 2013 (as so amended and restated and as the same may be further amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”), by and among Tesoro Corporation, a Delaware corporation (the U.S. “Borrower, Solvest, Ltd.”), the lenders from time to time party thereto (including the Lender“Lenders”), the other parties thereto and Deutsche Bank AG New York BranchJPMorgan Chase Bank, National Association, as Administrative Agent and Deposit BankCollateral Agent Ladies and Gentlemen: I, the undersigned, the [Vice President and Treasurer] of the Borrower, in that capacity only and not in my individual capacity (and without personal liability), do hereby certify as of the date hereof, and is entitled to the benefits thereof based upon facts and circumstances as they exist as of the other Credit Documents date hereof (as defined and disclaiming any responsibility for changes in such fact and circumstances after the Credit Agreementdate hereof). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreement.that:

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 shall be effective as delivery of a manually executed counterpart of this Assignment Agreement. This Assignment Agreement shall be construed in accordance with and governed by the Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BYlaws of the State of New York, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK without regard to principles of conflicts of laws (INCLUDING, WITHOUT LIMITATION, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAWother than Section 5-1401 of the New York General Obligations Law). * * * EXHIBIT H-1 K [FORM OF OF] INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ AGREEMENT SUBORDINATION AGREEMENT (Intercompany Debt) This Subordination Agreement (this “Agreement”) is dated as of [___] To [__], 2020, among (i) Purple Innovation, LLC, a Delaware limited liability company (the Administrative Agent “Borrower”), Purple Innovation, Inc., a Delaware corporation (“Holdings”), and each of the Banks Subsidiaries of the Borrower or Holdings signatory hereto (each Subsidiary, together with the Borrower and Holdings, individually, each a “Company”, and collectively, the “Companies”), and (ii) KeyBank National Association, as the Administrative Agent (in such capacity, with its successors and assigns, the “Administrative Agent”), for the Lenders (as hereinafter defined) party to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of March 28September 3, 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 2020 (as so amended and restated and as the same may be further amended, restated, amended and restated, supplemented and as otherwise modified and/or supplemented from time to time, the “Credit Agreement”), among the U.S. Borrower, Solvest, Ltd.Holdings, the lenders from time to time party thereto (including the Lender), “Lenders”) and the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement)Agent. Unless otherwise indicated herein, capitalized Capitalized terms used but in this Agreement and not otherwise defined herein shall have the respective meanings set forth ascribed to such terms in the Credit Agreement.

General Provisions. This Assignment shall be binding uponEach of the parties executing this Note, and inure any indorser, surety, or guarantor, hereby jointly and severally waive presentment, notice of dishonor, protest, notice of protest, and 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 benefit of, the parties hereto and their respective successors and assignsundersigned. 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 Each of the Assignmentundersigned jointly and severally agrees that it will pay the obligations evidenced hereby, irrespective of any action or lack of action on the 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 the Bank's part in exercising any right against, or taking any action to collect from or pursue the Bank's remedies against any party hereto will release, discharge, or modify the duties of the undersigned, or any of them, to make payments hereunder. THIS ASSIGNMENT SHALL BE GOVERNED BYEach of the undersigned agrees that the Bank, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITHwithout notice to or further consent from the undersigned, THE LAW OF THE STATE OF NEW YORK (INCLUDINGmay release or modify any collateral, WITHOUT LIMITATIONsecurity, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW)document or other guaranties now held or hereafter acquired, or substitute other collateral, security or other guaranties, and no such action will release, discharge or modify the duties of the undersigned, or any of them, hereunder. * * * EXHIBIT H-1 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To Each of the Administrative Agent and undersigned agrees that the Bank will not be required to pursue or exhaust any of its rights or remedies against the undersigned, or any of them, 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 the Bank's rights or remedies with respect to any collateral, security or other guaranties given to secure said obligations. Each of the undersigned waives any claim or other right which it might now have or hereafter acquire against any other person or entity that is primarily or contingently liable on the obligations that arise from the existence or performance of each of the Banks party obligations of the undersigned under this Note, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, or any right to participate in any claim or remedy of the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Credit AgreementBank or any collateral security which the Bank now has or hereafter acquires, dated as of March 28whether such claim, 2003remedy or right arises in equity, amended and restated as of April 18under contract or statute, 2005at common law, 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 or otherwise. The obligations evidenced hereby may be further amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”), among the U.S. Borrower, Solvest, Ltd., the lenders from time to time party thereto (including be evidenced by another note or notes given in substitution, renewal or extension hereof. Any security interest or mortgage which secures the Lender)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 deemed unenforceable, the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and enforceability of the other Credit Documents (as defined remaining terms and provisions shall not be affected. This Note shall be governed by and construed in accordance with the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have law of the respective meanings set forth in the Credit AgreementState of 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, 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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignment. THIS 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 each law of the Banks party to State of New York. EXHIBIT 1.1(d) [FORM OF] JOINDER AGREEMENT THIS JOINDER AGREEMENT (this “Agreement”), dated as of [__________, ____], is by and among [_____________________, a ______________________] (the Credit Agreement referred to below Ladies “Subsidiary Guarantor”), Innophos Holdings, Inc., a Delaware corporation (the “Company”), and Gentlemen: Reference is made to Wxxxx Fargo Bank, National Association, in its capacity as administrative agent (in such capacity, the “Administrative Agent”) under that certain Credit Agreement, dated as of March 28, 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 2August 27, 2010 (as so amended and restated and as the same may be further amended, modified, extended, restated, modified and/or replaced, or supplemented from time to time, the “Credit Agreement”), by and among the U.S. Borrower, Solvest, Ltd.Company, the lenders from time to time party thereto (including the Lender)Subsidiary Borrowers, the other parties thereto Guarantors, the Lenders and Deutsche Bank AG New York Branch, as the Administrative Agent and Deposit Bank, and is entitled to Agent. Capitalized terms used herein but not otherwise defined shall have the benefits thereof and of the other Credit Documents (as defined meanings provided in the Credit Agreement). Unless otherwise indicated hereinThe Subsidiary Guarantor is an Additional Credit Party, capitalized terms used but not defined herein shall have the respective meanings set forth in and, consequently, the Credit Agreement.Parties are required by Section 5.10 of the Credit Agreement to cause the Subsidiary Guarantor to become a “Guarantor” thereunder. Accordingly, the Subsidiary Guarantor and the Company hereby agree as follows with the Administrative Agent, for the benefit of the Lenders:

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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignment. THIS 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 each law of the Banks party State of New York. EXHIBIT C to the Credit Agreement referred FORM OF REVOLVING NOTE $ New York, New York Note No. , 201 For value received, the undersigned NEW MEXICO GAS COMPANY, INC., a Delaware corporation (“Borrower”), promises to below Ladies pay to (“Lender”), at the office of located at , in lawful money of the United States of America and Gentlemen: Reference is made in immediately available funds, the principal amount of DOLLARS ($ ), or if less, the aggregate unpaid and outstanding principal amount of Revolving Loans advanced by Lender to Borrower pursuant to that certain Credit Agreement, Agreement dated as of March 28December 17, 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 2013 (as so amended and restated and as the same may be further amended, restated, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), by and among the U.S. Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender)“Lenders”) and JPMorgan Chase Bank, the other parties thereto and Deutsche Bank AG New York BranchN.A., as Administrative Agent for the Lenders (“Administrative Agent”), and Deposit Bank, all other amounts owed by Borrower to Lender hereunder. This is one of the Revolving Notes referred to in the Credit Agreement and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement)is subject to all terms, provisions and conditions thereof. Unless otherwise indicated herein, capitalized Capitalized terms used but and not defined herein shall have the respective meanings set forth in the Credit Agreement. The principal amount hereof is payable in accordance with the Credit Agreement, and such principal amount may be prepaid solely in accordance with the Credit Agreement. Borrower further agrees to pay, in lawful money of the United States of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of interest and at the times set forth in the Credit Agreement and Borrower agrees to pay other fees and costs as stated in the Credit Agreement. If any payment on this Note becomes due and payable on a date which is not a Banking Day, such payment shall be made on the first succeeding, or next preceding, Banking Day, in accordance with the terms of the Credit Agreement. All Revolving Loans made by Lender pursuant to the Credit Agreement and other Credit Facility Documents, and all payments and prepayments made on account of the principal balance hereof shall be recorded by Lender on the grid attached hereto, provided that failure to make such a notation shall not affect or diminish Borrower’s obligation to repay all amounts due on this Note as and when due. Upon the occurrence and during the continuation of any one or more Events of Default, all amounts then remaining unpaid on this Note may become or be declared to be immediately due and payable as provided in the Credit Agreement and other Credit Facility Documents. Borrower agrees to pay costs and expenses, including without limitation attorneys’ fees, as set forth in Section 8.4 of the Credit Agreement. This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. NEW MEXICO GAS COMPANY, INC. By: Name: Title: EXHIBIT C-2 Date Advance Prepayment or Repayment Outstanding Balance EXHIBIT D to the Credit Agreement FORM OF SWINGLINE NOTE $ New York, New York Note No. , 201 For value received, the undersigned NEW MEXICO GAS COMPANY, INC., a Delaware corporation (“Borrower”), promises to pay to (“Swingline Lender”), or order, at the office of located at , in lawful money of the United States of America and in immediately available funds, the principal amount of DOLLARS ($ ), or if less, the aggregate unpaid and outstanding principal amount of Swingline Loans advanced by the Swingline Lender to Borrower pursuant to that certain Credit Agreement dated as of December 17, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Borrower, the lenders party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (“Administrative Agent”), and all other amounts owed by Borrower to the Swingline Lender hereunder. This is one of the Swingline Notes referred to in the Credit Agreement and is entitled to the benefits thereof and is subject to all terms, provisions and conditions thereof. Capitalized terms used and not defined herein shall have the meanings set forth in the Credit Agreement. The principal amount hereof is payable in accordance with the Credit Agreement, and such principal amount may be prepaid solely in accordance with the Credit Agreement. Borrower further agrees to pay, in lawful money of the United States of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of interest and at the times set forth in the Credit Agreement and Borrower agrees to pay other fees and costs as stated in the Credit Agreement. If any payment on this Note becomes due and payable on a date which is not a Banking Day, such payment shall be made on the first succeeding, or next preceding, Banking Day, in accordance with the terms of the Credit Agreement. All Swingline Loans made by the Swingline Lender pursuant to the Credit Agreement and other Credit Facility Documents, and all payments and prepayments made on account of the principal balance hereof shall be recorded by the Swingline Lender on the grid attached hereto, provided that failure to make such a notation shall not affect or diminish Borrower’s obligation to repay all amounts due on this Note as and when due. Upon the occurrence and during the continuation of any one or more Events of Default, all amounts then remaining unpaid on this Note may become or be declared to be immediately due and payable as provided in the Credit Agreement and other Credit Facility Documents. Borrower agrees to pay costs and expenses, including without limitation attorneys’ fees, as set forth in Section 8.4 of the Credit Agreement. This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. NEW MEXICO GAS COMPANY, INC. By: Name: Title: EXHIBIT D-2 Date Advance Prepayment or Repayment Outstanding Balance EXHIBIT E-1 to the Credit Agreement FORM OF NOTICE OF REVOLVING BORROWING (Delivered pursuant to Section 2.1.1.2) [Date] JPMorgan Chase Bank, N.A. 000 Xxxxxxx Xxxxxxxxxx Xxxx Ops 2 Floor 3 Newark, Delaware Attention: Xxxx Xxxxxxxxx Telephone: (000) 000-0000 Fax: (000) 000-0000 with copy to: JPMorgan Chase Bank, N.A. 000 Xxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxxxxxx

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 electronic mail shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption and the Assignmentrights 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 York 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. THIS 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 E INTERIM ORDER See attached. * * * EXHIBIT H-1 F FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the Administrative Agent and each of the Banks party to the Credit Agreement referred to below Ladies and Gentlemen: EXEMPTION CERTIFICATE1 Reference is made to that certain the Super-Priority Senior Secured Debtor-in-Possession Asset-Based Revolving Credit Agreement, dated as of March 28June [ ], 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 2022 (as so amended and restated and as the same may be further amended, restated, waived, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), among Revlon Consumer Products Corporation, a Delaware corporation and debtor and debtor-in-possession under chapter 11 of the U.S. Bankruptcy Code (the “Borrower”), SolvestRevlon, Ltd.Inc., a Delaware corporation and debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code (“Holdings”), the lenders several banks and other financial institutions or entities from time to time party thereto as lenders (including the Lender“Lenders”) and MidCap Funding IV Trust (“MidCap”), as administrative agent and collateral agent for the other parties thereto and Deutsche Bank AG New York BranchLenders. Unless otherwise defined herein, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as terms defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms Agreement and used but not defined herein shall have the respective meanings set forth given to them in the Credit Agreement.. __________________ (the “Non-US Lender”) is providing this certificate pursuant to Section 2.20(e) of the Credit Agreement. The Non-US Lender hereby represents and warrants 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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and interpreted, construed and enforced in accordance with, the Assignmentinternal Laws of the State of New York of the United States of America (including, Section 5- 1401 of the General Obligations Law of the State of New York of the United States of America), without regard to conflict of law principles. THIS 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 I-1 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the Administrative Agent and each of the Banks party 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 Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Credit Agreement(Blended), dated as of March 28[ ]27, 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 2021 (as so amended and restated and as the same may be further amended, restatedmodified, modified and/or supplemented renewed or extended from time to time, the “Credit Loan Agreement”), by and among California Rebuilding Fund, LLC, a public benefit limited liability company organized under the U.S. laws of Delaware (together with its permitted successors and assigns, “Borrower”), Solvest, Ltd., the lenders each lender party hereto from time to time party thereto (including the together with its permitted successors and assigns, each a “Lender” and collectively, “Lenders”), and Kiva Capital Management, LLC, a limited liability company organized under the other parties thereto and Deutsche Bank AG New York Branchlaws of Delaware, as Administrative Agent administrator (in such capacity the “Administrator”) and Deposit Bankas administrative agent and collateral agent for the benefit of the Lenders. Pursuant to the provisions of Section 2.9 of the Loan 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 Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” related to Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished Administrator and Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform Borrower and Administrator, and (2) the undersigned shall have at all times furnished Borrower and Administrator with a properly completed and currently effective certificate in either the calendar year in which each payment is entitled to be made to the benefits thereof and undersigned, or in either of the other Credit Documents (as two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms Loan Agreement and used but not defined herein shall have the respective meanings set forth given to them in the Credit Loan Agreement.. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] EXHIBIT I-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 Loan Agreement (Blended), dated as of [ ]28, 2021 (as amended, modified, renewed or extended from time to time, the “Loan Agreement”), by and among California Rebuilding Fund, LLC, a public benefit limited liability company organized under the laws of Delaware (together with its permitted successors and assigns, “Borrower, each lender party hereto from time to time (together with its permitted successors and assigns, each a “Lender” and collectively, “Lenders”), and Kiva Capital Management, LLC, a limited liability company organized under the laws of Delaware, as administrator and as administrative agent and collateral agent for the benefit of the Lenders. Pursuant to the provisions of Section 2.9 of the Loan 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 Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” related to 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 IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided in 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 Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT I-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN PARTICIPANT PARTNERSHIPS) (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Loan Agreement (Blended), dated as of [ ]29, 2021 (as amended, modified, renewed or extended from time to time, the “Loan Agreement”), by and among California Rebuilding Fund, LLC, a public benefit limited liability company organized under the laws of Delaware (together with its permitted successors and assigns, “Borrower”), each lender party hereto from time to time (together with its permitted successors and assigns, each a “Lender” and collectively, “Lenders”), and Kiva Capital Management, LLC, a limited liability company organized under the laws of Delaware, as administrator and as administrative agent and collateral agent for the benefit of the Lenders. Pursuant to the provisions of Section 2.9 of the Loan 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,

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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentinternal laws of the State of New York without regard to its conflict of laws principles. THIS ASSIGNMENT SHALL BE GOVERNED BYEXHIBIT 1.1(N) FORM OF REVOLVING CREDIT NOTE US$ Pittsburgh, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITHPennsylvania April , 2009 FOR VALUE RECEIVED, the undersigned, THE LAW OF THE STATE OF NEW YORK DAYTON POWER AND LIGHT COMPANY., an Ohio corporation (INCLUDINGherein called the “Borrower”), WITHOUT LIMITATION, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW). * * * EXHIBIT H-1 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the Administrative Agent and each of the Banks party 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 Agreement referred Loans made by the Lender to below Ladies and Gentlemen: Reference is made the Borrower pursuant to that certain the Credit Agreement, dated as of March 28even date herewith, 2003among the Borrower, amended the Lenders now or hereafter party thereto and restated PNC Bank, National Association, as of April 18, 2005, further amended and restated administrative agent (hereinafter referred to in such capacity 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 the “Administrative Agent”) (as so amended and restated and as the same may be further amended, restated, modified and/or modified, or supplemented from time to time, the “Credit Agreement”), among payable by 11:00 a.m. eastern time on the U.S. BorrowerExpiration Date, Solvest, Ltd., together with interest on the lenders unpaid principal balance hereof from time to time party thereto (including outstanding from the Lender)date hereof at the rate or rates per annum specified by the Borrower pursuant to, or as otherwise provided in, the Credit Agreement. Interest on the unpaid principal balance hereof from time to time outstanding from the date hereof will be payable at the 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 parties thereto obligations due and Deutsche Bank AG New York Branchpayable 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, as 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 and Deposit Banklocated 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 thereof of, the Credit Agreement and the other Loan Documents, including the representations, warranties, covenants and conditions contained or granted therein. The 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 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 Documents (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 “Borrower”, the “Administrative Agent” and the “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 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). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreement.[SIGNATURE PAGE TO REVOLVING CREDIT NOTE]

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 Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption shall be construed in accordance with and governed by the Assignmentlaws of the State of New York. THIS ASSIGNMENT SHALL BE GOVERNED BYEXHIBIT [FORM OF] BORROWING REQUEST Credit Suisse AG, 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 Cayman Islands Branch as Administrative Agent and each of for the Banks party to the Credit Agreement Lenders referred to below [●] [●] [●], 20[●]15 Ladies and Gentlemen: Reference is hereby made to that certain Credit Agreement, dated as of March 28August 1, 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 2017 (as so amended and restated and as the same may be further amended, restated, amended and restated, supplemented or otherwise modified and/or supplemented from time to timeand in effect on the date hereof, the “Credit Agreement”), among by and among, inter alios, INC Research Holdings, Inc., a Delaware corporation (the U.S. “Administrative Borrower”), the other borrowers party thereto (each a “Borrower” and collectively with the Administrative Borrower, Solvest, Ltd.the “Borrowers”), the lenders Lenders from time to time party thereto thereto, and Credit Suisse AG, Cayman Islands Branch (including the Lender“Credit Suisse”), in its capacities as administrative agent and collateral agent for the other parties thereto and Deutsche Bank AG New York BranchLenders (in such capacities, as the “Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as Agent”). Terms defined in the Credit Agreement)Agreement are used herein with the same meanings unless otherwise defined herein. Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings set forth in The undersigned hereby gives you notice pursuant to Section 2.03 of the Credit Agreement.Agreement that it requests the Borrowings under the Credit Agreement to be made on [●] [●] , 20[●] , and in that connection sets forth below the terms on which the Borrowings 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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw of the State of New York. THIS 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). * * * Form of Assignment and Assumption EXHIBIT H-1 F-2 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the ADMINISTRATIVE QUESTIONNAIRE (See Attached) Form of Administrative Agent and each Questionnaire EXHIBIT G FORM OF GUARANTY AGREEMENT (See Attached) G-1 Form of the Banks party to the Credit Guaranty Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of March 28, 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 AMENDED AND RESTATED CONTINUING GUARANTY AMENDED AND RESTATED CONTINUING GUARANTY (as so amended and restated and as the same may be further amended, restatedmodified, modified restated and/or supplemented from time to time, the this “Credit AgreementGuaranty”), dated as of August 29, 2017 made by and among each of the U.S. Borrowerundersigned guarantors (together with any other entity that becomes a party hereto pursuant to Section 19 hereof, Solvest, Ltd.each a “Guarantor” and collectively, the lenders from time to time party thereto (including the Lender)“Guarantors”) in favor of BANK OF AMERICA, the other parties thereto and Deutsche Bank AG New York BranchN.A., as Administrative Agent and Deposit Bank(in such capacity, and is entitled to together with any successor administrative agent, the benefits thereof and “Administrative Agent”), for the benefit of the other Credit Documents Administrative Agent, the L/C Issuers and the Lenders (collectively, the “Guaranteed Parties”). Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms Agreement (as defined below) shall be used but not defined herein shall have the respective meanings set forth in the Credit Agreementas therein defined.

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 Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the Assignmentlaw of the State of New York (without giving effect to the conflict of law principles thereof). EXHIBIT B Form of Promissory Note NOTE [Date] For value received, the undersigned Xxxxx Exploration - Permian, LLC, a Delaware limited liability company (“Borrower”), hereby promises to pay [LENDER] (“Payee”), at the Payment Office of SunTrust Bank, as administrative agent for the Lenders (the “Administrative Agent”) in accordance with Section 2.20 of the Credit Agreement (as defined below), the aggregate unpaid outstanding principal amount of the Loans (as defined in the Credit Agreement) made by the Payee to Borrower, together with interest on the unpaid principal amount of the Loans from the date of such Loans until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement. This Note is one of the promissory notes referred to in, and is entitled to the benefits of, and is subject to the terms of, the Credit Agreement dated as of September 28, 2017 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Borrower, the lenders party thereto (the “Lenders”), and Administrative Agent. Capitalized terms used in this Note that are defined in the Credit Agreement and not otherwise defined in this Note have the meanings assigned to such terms in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of the Loans by the Payee to Borrower in an aggregate amount not to exceed at any time outstanding Payee’s Commitment, and (b) contains provisions for acceleration of the maturity of this Note upon the happening of certain Events of Default stated in the Credit Agreement and for prepayments of Loans prior to the maturity of this Note upon the terms and conditions specified in the Credit Agreement. The Payee shall record payments of principal made under this Note, but no failure of the Payee to make such recordings shall affect Payee’s or Borrower’s rights or obligations in respect of such Loans. This Note is issued pursuant to, and is subject to the terms and conditions set forth in, the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the other Loan Documents. In the event of any explicit or implicit conflict between any provision of this Note and any provision of the Credit Agreement, the terms of the Credit Agreement shall be controlling. THIS ASSIGNMENT NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5.1401 YORK. BORROWER AGREES TO THE PROVISIONS OF SECTIONS 10.5 AND 10.6 OF THE GENERAL OBLIGATIONS LAW)CREDIT AGREEMENT AND SUCH PROVISIONS ARE INCORPORATED HEREIN, MUTATIS MUTANDIS, AS A PART HEREOF. * * * BORROWER: XXXXX EXPLORATION - PERMIAN, LLC By: Name: Title: EXHIBIT H-1 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ 2.3 Form of Notice of Borrowing [Date] To the SunTrust Bank, as Administrative Agent and each of for the Banks party to the Credit Agreement Lenders referred to below 0000 Xxxxxxxxx Xxxxxx, X.X. / 0xx Xxxxx Xxxxxxx, Xxxxxxx 00000 Ladies and Gentlemen: Reference is made to that certain the Credit Agreement, Agreement dated as of March September 28, 2003, 2017 (as 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 in effect on the same may be further amended, restated, modified and/or supplemented from time to timedate hereof, the “Credit Agreement”), among the U.S. undersigned, as Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender)thereto, the other parties thereto and Deutsche Bank AG New York BranchSunTrust Bank, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as Agent. Terms defined in the Credit Agreement)Agreement are used herein with the same meanings. Unless otherwise indicated hereinThis notice constitutes a Notice of Borrowing, capitalized terms used but not defined herein shall have and the respective meanings set forth in Borrower hereby requests a Borrowing under the Credit Agreement., and in that connection the Borrower specifies the following information with respect to the Borrowing requested hereby:

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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw of the State of New York. ______________________ 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 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 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 April 17, 2009 (as amended, 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 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 ASSIGNMENT NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED INTERPRETED IN ACCORDANCE WITH, THE LAW LAWS OF THE STATE OF NEW YORK (INCLUDINGYORK. NOTE 668 KIMCO REALTY CORPORATION By: Name: Xxxxx X. Xxxxx Title: Vice President, WITHOUT LIMITATIONTreasurer and Chief Accounting Officer NOTE 669 Schedule A To Note LOANS, SECTION 5.1401 CONVERSIONS AND REPAYMENTS OF THE GENERAL OBLIGATIONS LAW). * * * 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 H-1 C TO CREDIT AGREEMENT [FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT OF] SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of [ ] To the Administrative Agent and (as amended, supplemented or otherwise modified from time to time, this “Subsidiary Guarantee”), made by each of the Banks party 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 referred to below Ladies and Gentlemen: Reference is made to that certain Credit Agreement(the “Lenders”), dated as of March 28, 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 2617, 2009 and further amended as of March 2, 2010 (as so amended and restated and as the same may be further amended, restated, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), among the U.S. Borrower, Solvest, Ltd., the lenders from time to time party thereto KIMCO REALTY CORPORATION (including the Lender“Kimco”), the other parties thereto and Deutsche Bank AG New York BranchLenders, as the Administrative Agent and Deposit BankAgent, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreementagents parties thereto.

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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw of the State of New York. THIS ASSIGNMENT SHALL BE GOVERNED BYThis 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, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH(1) the Affiliated Lenders then may have, THE LAW OF THE STATE OF NEW YORK and later may come into possession of Excluded Information, (INCLUDING2) such Lender has independently and, WITHOUT LIMITATIONwithout reliance on the Affiliated Lenders or any of their respective Subsidiaries, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW). * * * EXHIBIT H-1 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To 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 each any other Agent-Related Persons, under applicable laws or otherwise, with respect to the nondisclosure of the Banks party Excluded Information and (5) that the Excluded Information may not be available to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Credit Agreement, Administrative Agent or the other Lenders. EXHIBIT M FORM OF ABL INTERCREDITOR AGREEMENT [attached] ABL INTERCREDITOR AGREEMENT dated as of March 28August 6, 20032019, amended and restated as of April 18among HC GROUP HOLDINGS II, 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 LLC as the same may be further amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”), among the U.S. Initial Borrower, SolvestBIOSCRIP, Ltd.INC. as the Parent Borrower, the lenders from time to time party thereto (including the Lender)EACH OF THE OTHER OBLIGORS PARTY HERETO, the other parties thereto and Deutsche Bank AG New York BranchBANK OF AMERICA, N.A., as Administrative Agent and Deposit BankABL 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 is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreement.EACH OTHER AGENT PARTY HERETO 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 permitted 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 the Assignment. THIS 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 5-1401 OF THE GENERAL OBLIGATIONS LAW). * * * EXHIBIT H-1 Exhibt I FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ NOTE [__________], 20[__] To the Administrative Agent and each Each of the Banks parties hereto (each, an “Issuer”) which has now incurred or may in the future incur indebtedness to any other party to hereto that is a Credit Party under the Credit Agreement referred (as defined below) (in such capacity, each, a “Holder”), in lawful money of the United States of America or such other lawful currency as may be agreed by such Issuer and Holder, hereby promises to below Ladies pay at such location as the applicable Holder shall from time to time designate, any and Gentlemen: Reference all amounts owing from time to time on and after the date hereof by each such Issuer to each such Holder in consideration for the loans, advances or other extensions of credit (an “Intercompany Loan”) extended by such Holder to such Issuer. Such Intercompany Loans will bear interest. The amount and any additional terms, including, but not limited to, the maturity date, of each Intercompany Loan shall be documented in the books and records of each Holder or in a duly executed and binding agreement among the parties thereto (an “Intercompany Loan Agreement”). Each Issuer agrees and, and each Holder agrees, (i) that the payment of all obligations owing in respect of such Intercompany Loans is made subordinated in the right of payment to prior payment in full of all existing and future Obligations of the Credit Parties (as such terms are defined in that certain Credit Agreement (the “Credit Agreement”, all terms used herein but otherwise undefined with have the meanings assigned to them in the Credit Agreement) dated [●], 2017, by and among Intermex Holdings II, Inc., a Delaware corporation (“Holdings”), Intermex Holdings, Inc., a Delaware corporation (the “Term Borrower”), Intermex Wire Transfer, LLC, a Florida limited liability company (the “Revolving Borrower”), the other Credit Parties from time to time party thereto, the lenders from time to time party thereto, MC Admin Co LLC, as of March 28Administrative Agent (in such capacity, 2003the “Administrative Agent”) and Collateral Agent (in such capacity, 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 the “Collateral Agent”) (as so amended and restated and as the same may be further amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”)), among (ii) that the U.S. Borrowersubordination is for the benefit of and enforceable by the holders of such Obligations, Solvest, Ltd., (iii) all interest accrued in respect of such Intercompany Loans must be paid by adding such accrued amounts to the lenders from unpaid principal amount of each Intercompany Loan outstanding at such time to and (iv) at any time party thereto (including when an Event of Default exists and the Lender), the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled has given prior written notice to the benefits thereof and Issuer, (x) no payments shall be made of principal, interest or any other amounts due under any of the indebtedness of an Issuer to any Holder, (y) any and all payments on all indebtedness of an Issuer to any other Credit Documents Holder and received by such Holder shall be held for the benefit of the Secured Creditors and be paid over to the Administrative Agent on behalf of the Secured Creditors, without affecting or impairing in any manner the liability of such Holder under this Note and (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein z) no Holder shall have the respective meanings set forth in the Credit Agreementbe able to take any Enforcement Actions against any Issuer.

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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw 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. XXXXXXX X-0 FORM OF THREE YEAR 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 Three Year Term Loan from time to time made by the Lender to the Borrower under that certain Term Loan Credit Agreement, dated as of September 14, 2018 (as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent. The Borrower promises to pay interest on the unpaid principal amount of the Three Year 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 (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Three Year 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 Three Year Term Note is also entitled to the benefits of the Guarantee Agreement. 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 Three Year Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Three Year 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 Three Year Term Note and endorse thereon the date, amount, currency and maturity of its Three Year Term Loans and payments with respect thereto. The Borrower hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Three Year Term Note. THE ASSIGNMENT OF THIS THREE YEAR 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 ASSIGNMENT THREE YEAR TERM NOTE SHALL BE GOVERNED BY, BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH THE LAW LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5.1401 REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT THE APPLICATION OF THE GENERAL OBLIGATIONS 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 THREE YEAR 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 Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT H-1 B-2 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To FIVE YEAR 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 Five Year Term Loan from time to time made by the Lender to the Borrower under that certain Term Loan Credit Agreement, dated as of September 14, 2018 (as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent. The Borrower promises to pay interest on the unpaid principal amount of the Five Year 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 and each for the account of the Banks party 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 Five Year Term Note is one of the Notes referred to in the Agreement, is entitled to the Credit Agreement referred benefits thereof and may be prepaid in whole or in part subject to below the terms and conditions provided therein. This Five Year Term Note is also entitled to the benefits of the Guarantee Agreement. 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 Five Year Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Five Year 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 Five Year Term Note and endorse thereon the date, amount, currency and maturity of its Five Year Term Loans and payments with respect thereto. The Borrower hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Five Year Term Note. THE ASSIGNMENT OF THIS FIVE YEAR 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 FIVE YEAR 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 FIVE YEAR 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 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 Gentlemen: Reference is made to that certain Term Loan Credit Agreement, dated as of March 28September 14, 20032018 (as further amended, 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, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among Constellation Brands, Inc., a Delaware corporation (the “Borrower”), among the U.S. Borrower, Solvest, Ltd., the lenders Lenders from time to time party thereto (including the Lender)and Bank of America, the other parties thereto and Deutsche Bank AG New York BranchN.A., as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and Agent. The undersigned hereby requests (select one): ☐ A Borrowing of the other Credit Documents (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreement.Loans ☐ A conversion or continuation of Loans

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 Assignment Agreement. This Assignment Agreement shall be construed in accordance with the Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK internal laws (INCLUDING, WITHOUT LIMITATION, SECTION including Sections 5.1401 OF THE GENERAL OBLIGATIONS LAW). * * * EXHIBIT H-1 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the Administrative Agent and each 5.1402 of the Banks party General Obligations Law, but otherwise without regard to the conflict of laws provisions thereof) of the State of New York, but giving effect to all federal laws applicable to national banks. 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 referred (as defined below), at the office of the Agent, together with interest on the unpaid principal amount hereof at the rates and 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 below Ladies otherwise record in accordance with its usual practice, the date and Gentlemen: Reference amount of each Loan and the date and amount of each principal payment hereunder. This Note is made one of the Notes issued pursuant to, and is entitled to the benefits of, that certain Credit Agreement, Agreement dated as of March 28November 7, 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 2008 (as so amended and restated and as the same may be further amended, restated, or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), among the U.S. Borrower, Solvest, Ltd., the lenders party thereto, including the Lender, and Bank of America, N.A., as Agent, to which Credit 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 Credit Agreement. 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 (INCLUDING SECTIONS 5.1401 AND 5.1402 OF THE GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF) OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. PEPCO HOLDINGS, INC. By: 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 EXHIBIT D INCREASE NOTICE ________ __, 20__ To: The Agent and the Lenders under the Credit Agreement referred to below This Increase Notice is furnished pursuant to Section 2.2(a) of that certain Credit Agreement dated as of November 7, 2008 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”) among Pepco Holdings, Inc., the Lenders from time to time party thereto (including the Lender)and Bank of America, the other parties thereto and Deutsche Bank AG New York BranchN.A., as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement)Agent. Unless otherwise indicated defined herein, capitalized terms used but not defined herein shall in this Increase Notice have the respective meanings set forth ascribed thereto in the Credit 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 shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Assignmentlaw of the State of New York. THIS 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 B FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT AMENDED AND RESTATED GUARANTY THIS AMENDED AND RESTATED GUARANTY (this “Guaranty”) dated as of November [ ] To the Administrative Agent ], 2012, is executed and delivered by each of the Banks 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 Third Amended and Restated Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of March 28November [ ], 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 2012 (as so amended and restated and as the same may be further amended, restated, supplemented or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), by and among DiamondRock Hospitality Limited Partnership (the U.S. “Borrower”), Solvest, Ltd., DiamondRock Hospitality Company (the lenders from time to time party thereto (including the Lender“Parent”), the other parties financial institutions party thereto and Deutsche Bank AG New York Branchtheir assignees under Section 13.6. thereof (the “Lenders”), as the Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreementparties thereto.