Common use of General Provisions Clause in Contracts

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 by one or more parties on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page to this Assignment and Assumption by 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 State of New York. APPENDIX 4: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 45: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx Xxxxxx, XX 00000 Attention4E New York, NY 10286 Att: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLCFederal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF AgentPrimary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENTPRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLCFederal Reserve Bank of New York, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000NY 10045-0000 Email0001 Att: xxxxxx@xx.xxx.xxx And by email toXxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx.Xxxxxx@xx.xxx.xxx Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx Xxxxxx, XX 00000 Attention4E New York, NY 10286 Att: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 56: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx Xxxxxx, XX 00000 Attention4E New York, NY 10286 Att: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLCFederal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through though [name of TALF AgentPrimary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notPrepayment

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 45: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx Xxxxxx, XX 00000 Attention4E New York, NY 10286 Att: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLCFederal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF AgentPrimary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENTPRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLCFederal Reserve Bank of New York, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000NY 10045-0000 Email0001 Att: xxxxxx@xx.xxx.xxx And by email toTALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx.Xxxxxx@xx.xxx.xxx TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx Xxxxxx, XX 00000 Attention4E New York, NY 10286 Att: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 56: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx Xxxxxx, XX 00000 Attention4E New York, NY 10286 Att: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLCFederal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through though [name of TALF AgentPrimary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF AgentPrimary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notnot (x) affect any right of recourse against the Borrower that Lender may have pursuant to Section

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 45: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx Xxxxxx, XX 00000 Attention4E New York, NY 10286 Att: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLCFederal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF AgentPrimary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENTPRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLCFederal Reserve Bank of New York, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 EmailAtt: xxxxxx@xx.xxx.xxx And by email toXxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Att: Xxxxx.Xxxxxx@xx.xxx.xxx Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx Xxxxxx, XX 00000 Attention4E New York, NY 10286 Att: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 56: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx Xxxxxx, XX 00000 Attention4E New York, NY 10286 Att: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLCFederal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through though [name of TALF AgentPrimary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notPrepayment

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 counterparts (and by one or more different parties hereto on any number different counterparts), each of separate counterpartswhich shall constitute an original, and but all of said counterparts which when taken together shall be deemed to constitute one and the same instrumenta single contract. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission or other electronic imaging 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 LenderAssumption. This Assignment and Assumption 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 Assumption and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law laws of the State of New York. APPENDIX 4: EXHIBIT I [FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE OF] MATURITY DATE EXTENSION REQUEST [Date] The Insert Date](14) Bank of New York MellonAmerica, N.A., as Custodian and Administrator 000 Xxxxxxxxx Administrative Agent Xxx Xxxxxx Xxxx Xxx Xxxx, XX Xxx Xxxx 00000 Attention: Xxxxxx Xxx Tel.[ ] Fax: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx [ ] Ladies and Gentlemen: Reference is made to the Master Loan and Security Credit Agreement dated as of May 19, 2016 (as it may be amended amended, restated, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by among YETI Holdings, Inc., a Delaware corporation (the “Borrower”), the Lenders and among TALF II LLCIssuing Banks party thereto and Bank of America, N.A., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party theretoAdministrative Agent. Terms defined in the MLSA and Capitalized terms used but not otherwise defined herein are used herein with shall have the same meaningsmeanings assigned to them in the Credit Agreement. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in In accordance with Section 13.3 2.21 of the MLSACredit Agreement, the Subject Borrower acknowledges undersigned hereby requests [(a)] an extension of the [insert applicable Class] Maturity Date from [ ] to [ ][, (b) the Applicable Rate to be applied in determining the interest payable on [insert applicable Class] Loans of[, and fees payable under the Credit Agreement to,] Consenting Lenders in respect of that all portion of its righttheir [[insert applicable Class] Loans] extended to the new Maturity Date to be [ ]%, title and interest in the Subject Collateral which changes shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, effective as of [ ] and (c) the date of effectiveness amendments to the terms of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty Credit Agreement set forth in the preceding paragraph (below, which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent amendments will become effective on [ ]:] [Insert amendments to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as Credit Agreement, if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENTany], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not

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 by one or more parties on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page to this Assignment and Assumption by 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 State of New York. TALF Master Loan and Security Agreement Appendix 3A-4 APPENDIX 43B: FORM OF COLLATERAL SURRENDER ASSIGNMENT AND ACCEPTANCE NOTICE [Date] The Bank ASSUMPTION (ASSIGNMENT BY BORROWER) This Assignment and Assumption (this “Assignment and Assumption”) is dated as of New York Mellonthe Effective Date set forth below and is entered into by and between the Assignor identified in item 1 below (the “Assignor”) and the Assignee identified in item 2 below (the “Assignee”), as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxxthrough their respective Applicable TALF Agents, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made pursuant to the Master Loan and Security Agreement identified below (the “Loan Agreement”). Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as it may be amended or supplemented from time to timeif set forth herein in full. For an agreed consideration, the “MLSA”), by Assignor hereby irrevocably sells and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodianassigns to the Assignee, and the TALF Agents party thereto. Terms defined Assignee hereby irrevocably assumes from the Assignor, subject to and in the MLSA and not otherwise defined herein are used herein accordance with the same meanings. 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 on the signature page hereto 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 “Subject BorrowerAssigned Interest”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect . Each such sale and assignment is without recourse to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”)Assignor. Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSAAssignment and Assumption, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral Assignee shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant become bound to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation terms and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness conditions of the Loan Prepayment contemplated hereby shall notAgreement with respect to such Assigned Interest.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 45: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx Xxxxxx, XX 00000 Attention4E New York, NY 10286 Att: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLCFederal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF AgentPrimary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENTPRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLCFederal Reserve Bank of New York, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 EmailAtt: xxxxxx@xx.xxx.xxx And by email toTALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Att: Xxxxx.Xxxxxx@xx.xxx.xxx TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx Xxxxxx, XX 00000 Attention4E New York, NY 10286 Att: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 56: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx Xxxxxx, XX 00000 Attention4E New York, NY 10286 Att: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLCFederal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through though [name of TALF AgentPrimary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF AgentPrimary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notnot (x) affect any right of recourse against the Borrower that Lender may have pursuant to Section 17.0 of the MLSA or (y) discharge any other Obligation that the Borrower may have to Lender pursuant to the MLSA. The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby notifies Custodian that the Prepayment Amount will be delivered by [Name of Payor and Correspondent Bank]. Upon receipt in full of the Prepayment Amount, Custodian shall release the Collateral previously securing the Loans identified in the chart above (in the case of a partial prepayment, such release to be on a Pro Rata Basis) in accordance with Section 8.1 or 8.2 of the MLSA, as applicable. The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby directs Custodian to transfer the released Collateral to a DTC account in accordance with the following instructions:1 1 If no instructions are specified, Custodian shall transfer the released Collateral to the Applicable Primary Dealer’s DTC account, for further distribution to the Subject Borrower as contemplated by the MLSA. DTC Account Name: DTC Participant Number: Sub-Account Number: Upon such transfer, none of Custodian, Administrator or Lender shall have any further liability or obligation to the Subject Borrower with respect to such Collateral. The undersigned Primary Dealer represents and warrants to Lender that it has been duly authorized by the Subject Borrower to execute and deliver this Loan Prepayment notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000

General Provisions. This Affiliated Assignment and Assumption shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and assigns. This Affiliated Assignment and Assumption may be executed by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Affiliated Assignment and Assumption by email facsimile or facsimile other electronic transmission shall be as effective as delivery of a manually signed executed counterpart hereof. A set of copies of this Affiliated Assignment and Assumption signed by all the parties shall be lodged with the LenderAssumption. This Affiliated Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law of the State of New York. APPENDIX 4: EXHIBIT J [FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [DateOF] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference AUCTION PROCEDURES This Exhibit J is made intended to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance summarize certain basic terms of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender reverse Dutch auction procedures pursuant to and in accordance with the terms and conditions of Section 13.3 2.23 of the MLSAAmended and Restated Credit Agreement, of which this Exhibit J is a part. It is not intended to be a definitive statement of all of the terms and conditions of a reverse Dutch auction, the Subject Borrower acknowledges that all of its right, title definitive terms and interest in the Subject Collateral conditions for which shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness applicable offering document. None of the Collateral Surrender contemplated hereby)Administrative Agent, the Auction Manager or any of their respective Affiliates makes any recommendation pursuant to any offering document as to whether or not any Lender should sell its Term Loans to a Purchasing Borrower Party pursuant to any offering documents, nor shall the decision by the Administrative Agent or the Auction Manager (or any of their respective Affiliates) in its capacity as a Lender to sell its Term Loans to a Purchasing Borrower Party be deemed to constitute such a recommendation. The Subject Borrower Each Lender should make its own decision as to whether to sell any of its Term Loans and as to the price to be sought for such Term Loans. In addition, each Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning each Auction Purchase Offer and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaserrelevant offering documents. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and Capitalized terms not otherwise defined herein are used herein with in this Exhibit J have the same meanings. The Borrower identified on meanings assigned to them in the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notAmended and Restated 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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 45: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx Xxxxxx, XX 00000 Attention4E New York, NY 10286 Att: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLCFederal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLCFederal Reserve Bank of New York, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 EmailAtt: xxxxxx@xx.xxx.xxx And by email toTALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Att: Xxxxx.Xxxxxx@xx.xxx.xxx TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx Xxxxxx, XX 00000 Attention4E New York, NY 10286 Att: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 56: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx Xxxxxx, XX 00000 Attention4E New York, NY 10286 Att: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLCFederal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 45: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx Xxxxxx, XX 00000 Attention4E New York, NY 10286 Att: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLCFederal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLCFederal Reserve Bank of New York, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000NY 10045-0000 Email0001 Att: xxxxxx@xx.xxx.xxx And by email toTALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx.Xxxxxx@xx.xxx.xxx TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx Xxxxxx, XX 00000 Attention4E New York, NY 10286 Att: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 56: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx Xxxxxx, XX 00000 Attention4E New York, NY 10286 Att: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLCFederal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notnot (x) affect any right of recourse against the Borrower that Lender may have pursuant to Section 17.0 of the MLSA or (y) discharge any other Obligation that the Borrower may have to Lender pursuant to the MLSA. The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby notifies Custodian that the Prepayment Amount (plus Accrued Interest) will be delivered by [Name of Payor and Correspondent Bank]1. Upon receipt in full of such amount and effectiveness of the related DvP Settlement, Xxxxxx’s lien on and security interest in the Collateral previously securing the Loans identified in the chart above shall be released (in the case of a partial prepayment, on a Pro Rata Basis) in accordance with Section 8.1 or 8.2 of the MLSA, as applicable. 1 Must be a TALF Agent. The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby directs Custodian to deliver the Collateral to be released against receipt of the Prepayment Amount (plus Accrued Interest) in accordance with the following instructions:2 DTC Account Name: 3 DTC Participant Number: Sub-Account Number: Upon such transfer, none of Custodian, Administrator or Lender shall have any further liability or obligation to the Subject Borrower with respect to such Collateral. The undersigned TALF Agent represents and warrants to Lender that it has been duly authorized by the Subject Borrower to execute and deliver this Loan Prepayment notice on the Subject Borrower’s behalf. 2 If no instructions are specified, the Collateral to be released shall be delivered against receipt of the Prepayment Amount (plus Accrued Interest) to the DTC account of the Applicable TALF Agent with respect to the applicable Loan.

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: CREDIT AGREEMENT EXHIBIT B FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonCOMPLIANCE CERTIFICATE Key Bank, National Association, as Custodian and Administrator Administrative Agent 000 Xxxxxxxxx Xxxxxxxx Xxxxxx Xxx XxxxXxxxxx, XX 00000 AttentionAttn: Xxxxxx Xxx Tel.Xx. Xxxxxxxxxxx Xxxx RE: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx MVP Real Estate Holdings, LLC, MVP REIT II Operating Partnership, LP, and certain of their Subsidiaries Compliance Certificate for _________________________ through __________________________ Dear Ladies and Gentlemen: Reference This Compliance Certificate is made with reference to the Master Loan and Security that certain Credit Agreement dated as of [___], 2016 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time, the “MLSA”"Credit Agreement"), by and among TALF II MVP Real Estate Holdings, LLC, as LenderMVP REIT II Operating Partnership, The Bank LP, and certain of New York Mellontheir Subsidiaries, as Administratorborrowers (collectively, The Bank of New York Mellonthe "Borrower"), the financial institutions party thereto, as Custodianlenders, and the TALF Agents party theretoKeyBank, National Association, as Administrative Agent. Terms defined All capitalized terms used in the MLSA this Compliance Certificate (including any attachments hereto) and not otherwise defined in this Compliance Certificate shall have the meanings set forth for such terms in the Credit Agreement. All Section references herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect shall refer to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower Credit Agreement. I hereby consents to certify that I am the acceptance Chief Financial Officer of MVP Real Estate Holdings, LLC and MVP REIT II Operating Partnership, LP, and that I make this Certificate on behalf of the Collateral set forth above (the “Subject Collateral”) in full satisfaction Borrower. I further represent and certify on behalf of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as follows as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notCompliance 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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance withwith and governed by, the law of the State of New YorkYork without regard to conflicts of principles of law that would require the application of the laws of another jurisdiction. APPENDIX 4: EXHIBIT C FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonBORROWING REQUEST Credit Suisse AG, as Custodian and Administrator 000 Xxxxxxxxx Administrative Agent for the Lenders referred to below, 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.[ ] Re: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx New Development Holdings, LLC [Date] Ladies and Gentlemen: Reference is made to the Master Loan and Security Credit Agreement dated as of June [ ], 2010 (as it may be amended, restated, amended and restated, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”); capitalized terms used but not defined herein shall have the meaning given to them in the Credit Agreement) among New Development Holdings, by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto a Delaware limited liability company (the “Subject Borrower”), acting though [name of TALF Agent]the Subsidiary Guarantors, the Lenders, Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as its duly authorized agentjoint lead arrangers and joint book runners, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral other agents party thereto, and Credit Suisse AG, as administrative agent (CUSIP’sin such capacity, the “Administrative Agent”) The Subject for the Lenders and collateral agent for the Secured Parties and as Issuing Bank. Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have gives you notice pursuant to Section 17.0 2.03 of the MLSA or as Credit Agreement that it requests a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent Borrowing under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianCredit Agreement, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set that connection sets forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notterms 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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE EXHIBIT B-1 [DateForm of Opinion of Counsel to XLCA] The Bank of New York MellonAugust [__], as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made 2006 To the Lenders party to the Master Loan Credit Agreement referred to below and Security Agreement Citibank, N.A. as Administrative Agent, 2 Penns Way, Suite 200 New Castle, Delaware 19720 U.S.A. Dear Sirs, X xx Xxxxxxx xx XX Xxxxxxx Xxxxxxxxx Inc. (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”"XLCA"). Upon the effectiveness of I am furnishing this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred opinion to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have you pursuant to Section 17.0 4.01(b)(i) of the MLSA or Credit Agreement dated as a result of a breach of August [__], 2006, between Security Capital Assurance Ltd ("SCA"), XLCA, and XL Financial Assurance Ltd. ("XLFA") (collectively, the representation "XL Entities"), as account parties (collectively, the "Account Parties"), the Lenders parties thereto and warranty set forth Citibank, N.A., as Administrative Agent (the "Agreement"). Unless otherwise defined herein, capitalized terms used herein have the meanings assigned to those terms in the preceding paragraph Agreement. In this connection, I have examined the Agreement. For purposes of this opinion I have been informed that you are receiving an opinion of an opinion of Cahill Gordon & Reindel LLP, special New York counsel for the Accounx Xxxxxxx, xx to, xxxxx other things, the Account Parties each having all the requisite power and authority and having taken all necessary corporate or other action to execute and deliver (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has having duly authorized, executed and delivered this Collateral Surrender delivered) the Agreement. I have not independently verified any of the matters contained in such opinions or made any investigations in connection with any such matters. I have examined and Acceptance Notice relied upon the representations, warranties and (y) it has been duly authorized by covenants contained in the Subject Borrower to execute Agreement, certificates of public officials and deliver this Collateral Surrender of other officers of each of the Account Parties and Acceptance notice on such other documents and records as I deemed relevant and necessary as a basis for the Subject Borrower’s behalfopinions hereinafter expressed. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as In rendering the Subject Borrower’s Applicable TALF Agent with respect the Loan opinions set forth in below, I have assumed that the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLCsignatures on documents and instruments examined by me as originals are authentic and that all documents submitted to me as copies conform with the originals, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxxwhich facts I have not independently verified. Based upon the foregoing, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made subject to the Master Loan assumptions, exceptions and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as qualifications set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrowerherein, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness I am of the Loan Prepayment contemplated hereby shall notopinion 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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4EXHIBIT F TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT SUMMARY OF TERMS AND CONDITIONS MORTGAGE WAREHOUSE FACILITY SELLER/BORROWER: FORM OF BUYER/LENDER: PURPOSE: COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 AttentionCUSTODIAN: Xxxxxx Xxx Tel.FACILITY: (000) 000-0000 EmailFACILITY AMOUNT: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email toTERMINATION DATE: XXXX@xxxxxxxxx.xxx Ladies and GentlemenFACILITY FEE: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following LoanINTEREST RATE: ELIGIBLE MORTGAGE LOANS: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, Type Sublimit Advance Rate/Margin Conforming Loans % % Wet Fundings % % Jumbo Loans % % Other Non-Conforming Conv % % Non-Owner Occupied % % SECURITY: REPRESENTATIONS AND WARRANTIES: EVENTS OF DEFAULT: COVENANTS: SCHEDULE AI TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT APPROVED INVESTORS Current Investors as of 9-12-2012 Investor S&P CP Rating Xxxxx’x XX Rating Related Parent Company Product Approval Charter Bank N/A N/A Conforming Chase Home Equity X-0 X-0 XXXxxxxx Chase Bank N.A. Conforming/Non-conforming CitiMortgage, Inc. X-0 X-0 Xxxxxxxx, N.A. Conforming Colonial Savings, FA N/A N/A Conforming Federal National Mortgage Assoc. (FNMA) N/A N/A Conforming Government National Mortgage Assoc. (GNMA) N/A N/A Conforming JPMorgan Chase Bank X-0 X-0 XXXxxxxx Xxxxx & Xx. Xxxxxxxxxx/Xxx-xxxxxxxxxx Leader Financial Services N/A N/A Conforming Xxxxx Associates, Inc. N/A N/A Conforming PennyMac Mortgage Investment Trust N/A N/A Conforming Redwood Trust N/A N/A Conforming/Non-conforming Standard Mortgage Corporation N/A N/A Conforming U.S. Bank, N.A. A-1+ P-1 U.S. Bancorp Conforming/Non-conforming Xxxxx Fargo Bank, N.A. A-1+ P-1 Xxxxx Fargo & Company Conforming/Non-conforming Housing Agencies Alabama Housing Finance Authority N/A N/A Conforming California Housing Finance Agency N/A N/A Conforming Colorado Housing & Finance Authority N/A N/A Conforming AI-1 Georgia Housing and Finance Authority N/A N/A Conforming Illinois Housing Development Authority N/A N/A Conforming Minnesota Housing Finance Agency N/A N/A Conforming New Mexico Housing Finance Authority N/A N/A Conforming Nevada Housing Division N/A N/A Conforming North Carolina Housing Finance N/A N/A Conforming Oregon Housing and Community Services N/A N/A Conforming South Carolina State Housing Finance N/A N/A Conforming Washington State Housing Finance Commission N/A N/A Conforming SCHEDULE BC TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT The Buyers’ Committed Sums (in dollars) Buyer Committed Sum U.S. Bank National Association $ 170,000,000 Associated Bank, N.A. $ 30,000,000 Branch Banking & Trust Company $ 50,000,000 Comerica Bank $ 50,000,000 BC-1 SCHEDULE BP TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT LIST OF BASIC PAPERS The following are the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notBasic Papers for Purchased 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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 45: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx Xxxxxx, XX 00000 Attention4E New York, NY 10286 Att: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLCFederal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLCFederal Reserve Bank of New York, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 EmailAtt: xxxxxx@xx.xxx.xxx And by email toTALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Att: Xxxxx.Xxxxxx@xx.xxx.xxx TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx Xxxxxx, XX 00000 Attention4E New York, NY 10286 Att: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 56: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx Xxxxxx, XX 00000 Attention4E New York, NY 10286 Att: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLCFederal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 41 The Administrative Agent should consider whether this method conforms to its systems. In some circumstances, the following alternative language may be appropriate: “From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.” [ANNEX 1 to EXHIBIT A] EXHIBIT B FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE BORROWING BASE CERTIFICATE Encore Capital Group, Inc. Borrowing Base Certificate As of: [DateDATE] The Bank Pursuant to, and in accordance with, the terms and provisions of New York Mellon, as Custodian that certain Amended and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Restated Credit Agreement (as it may be amended, restated, amended and restated, supplemented or supplemented from time otherwise modified to timethe date hereof, the “MLSACredit Agreement”), by and among TALF II LLCEncore Capital Group, as LenderInc., The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto a Delaware corporation (the “Subject Borrower”), acting though [name of TALF Agent]the several banks and other financial institutions and lenders from time to time party thereto (“Lenders”), SunTrust Bank, as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to administrative agent for the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above Lenders (the “Subject CollateralAgent”) in full satisfaction of ), as collateral agent to the Obligations secured thereby Secured Parties, as issuing bank and as swingline lender and the other agents and arrangers party thereto, the Borrower is executing and delivering to Agent this Borrowing Base Certificate accompanied by supporting data (collectively referred to as the “Subject ObligationsReport”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender Agent that this Report is true and correct in all material respects, and is based on information contained in Borrower’s records. Borrower, by the execution of this Report, hereby certifies that, as of the date of effectiveness of the Collateral Surrender contemplated herebyCalculation Date set forth below, the Subject Collateral is free Receivables Portfolios included in the Borrowing Base referenced in this Report are performing, in the aggregate, at a sufficient level to support the amount of any Adverse Claim, except as created under the Lending Agreementsuch Borrowing Base. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (xin thousands) discharge any Obligation that the Subject Borrower may have Adj Purchase Price Total Collections to Lender pursuant to the MLSA Date Total Est. Collections Total Life Collections Total 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Grand Total [Continued on Next Page] [EXHIBIT B] Estimated Remaining Collections Estimated Remaining Collections from Receivables other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, Debtor Receivables MULTIPLY: Advance Rate X [NAME OF TALF AGENT33 ], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not%1

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] EXHIBIT H TRANSFER AUTHORIZER DESIGNATION (For Disbursement of Loan Proceeds by Funds Transfer) ¨ NEW ¨ REPLACE PREVIOUS DESIGNATION ¨ ADD ¨ CHANGE ¨ DELETE LINE NUMBER ¨ INITIAL LOAN DISBURSEMENT The Bank following representatives (“Authorized Representatives”) of New York MellonRHP HOTEL PROPERTIES, as Custodian LP (“Borrower”) are authorized to request the disbursement of loan proceeds and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxxinitiate funds transfers for Loan Number 101719 (“Loan”) in the original principal amount of $1,000,000,000 (“Loan Amount”) evidenced by that certain Fourth Amended and Restated Credit Agreement dated April 18, XX 00000 Attention: Xxxxxx Xxx Tel.: 2013 (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master “Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSAAgreement”), by and among TALF II LLC, as each of the financial institutions initially a signatory to the Loan Agreement together with their successors and assignees (“Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Xxxxx Fargo Bank, National Association (“Administrative Agent]”) and Borrower. Administrative Agent is authorized to rely on this Transfer Authorizer Designation form until it has received a new Transfer Authorizer Designation form signed by Borrower, as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to even in the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance event that any or all of the Collateral foregoing information may have changed. The maximum amount of the initial disbursement of any Loan proceeds (“Initial Loan Disbursement”) and the maximum amount of each subsequent disbursement of any Loan proceeds (each a “Subsequent Loan Disbursement”) are set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”)below: Name Title Maximum Initial Loan Disbursement Amount1 Maximum Subsequent Loan Disbursement Amount1 1. Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender2. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement3. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel4.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: EXHIBIT E-1 FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: NEW LENDER SUPPLEMENT Reference is made to the Master Loan and Security Credit Agreement dated as of May 26, 2016 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”) among Comcast Corporation, a Pennsylvania corporation (the “Borrower”), by the several banks and among TALF II LLCother financial institutions or entities from time to time party thereto, JPMorgan Chase Bank, N.A., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, Administrative Agent and the TALF Agents other agents party thereto. Terms Unless otherwise defined herein, terms defined in the MLSA Credit Agreement and not otherwise defined herein are used herein with shall have the same meaningsmeanings given to them in the Credit Agreement. The Borrower New Lender identified on the signature page Schedule l hereto (the “Subject BorrowerNew Lender”), acting though [name the Administrative Agent and the Borrower agree as follows: The New Lender hereby irrevocably makes a Revolving Commitment to the Borrower in the amount set forth on Schedule 1 hereto (the “New Commitment”) pursuant to Section 2.01(b) of TALF Agent]the Credit Agreement. From and after the Effective Date (as defined below), as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right the New Lender will be a Lender under the Credit Agreement with respect to the following Loan: Loan Identification # Borrower Name Collateral New Commitment. Each of the Administrative Agent and the Issuing Lenders (CUSIP’sa) The Subject Borrower hereby consents makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or with respect to the acceptance execution, legality, validity, enforceability, genuineness, sufficiency or value of the Collateral set forth above Credit Agreement; and (b) makes no representation or warranty and assumes no responsibility with respect to the “Subject Collateral”) in full satisfaction financial condition of the Obligations secured thereby Borrower, any of its Subsidiaries or any other obligor or the performance or observance by the Borrower, any of its Subsidiaries or any other obligor of any of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto. The New Lender (a) represents and warrants that it is legally authorized to enter into this New Lender Supplement; (b) confirms that it has received a copy of the “Subject Obligations”). Upon Credit Agreement, together with copies of the effectiveness most recent financial statements delivered pursuant to Section 6.01 of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Collateral Surrender New Lender Supplement; (c) agrees that it will, independently and without reliance upon the Administrative Agent, any Issuing Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with Section 13.3 its terms all the obligations which by the terms of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall Credit Agreement are required to be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or performed by it as a result of a breach of Lender (including the representation and warranty set forth obligation to lend in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated herebyany Alternative Currency). The Subject Borrower and effective date of this New Lender Supplement shall be the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser Effective Date of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], New Commitment described in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page Schedule 1 hereto (the “Subject BorrowerEffective Date”). Following the execution of this New Lender Supplement by each of the New Lender and the Borrower, acting through [name of TALF Agent]it will be delivered to the Administrative Agent for acceptance and recording by it pursuant to the Credit Agreement, as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (effective as of ) The Subject Borrowerthe Effective Date (which shall not, acting through [name unless otherwise agreed to by the Administrative Agent, be earlier than five Business Days after the date of TALF such acceptance and recording by the Administrative Agent] as its duly authorized agent). Upon such acceptance and recording, hereby acknowledges that effectiveness from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Loan Prepayment contemplated hereby New Commitment (including payments of principal, interest, fees and other amounts) to the New Lender for amounts which have accrued on and subsequent to the Effective Date. From and after the Effective Date, the New Lender shall notbe a party to the Credit Agreement and, to the extent provided in this New Lender Supplement, have the rights and obligations of a Lender thereunder and shall be bound by the provisions thereof. This New Lender Supplement shall be governed by and construed and interpreted in accordance with the laws of the State of New York.

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Affiliated Lender Assignment and Assumption by facsimile or by email as a “.pdf” or facsimile transmission “.tif” attachment shall be effective as delivery of a manually signed executed counterpart hereof. A set of copies of this Affiliated Lender Assignment and Assumption signed by all the parties shall be lodged with the LenderAssumption. This Affiliated Lender Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New York. APPENDIX 4: EXHIBIT B [FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [DateOF] The BORROWING REQUEST Xxxxxxx Xxxxx Bank of New York MellonUSA, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx XxxxAdministrative Agent for the Lenders referred to below 0000 Xxxxxxxxxx Xxxxx Xxxxxx, XX Xxxxx 00000 Attention: Xxxxxx Xxx Tel.Agency Operations Fax: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx xx-xxxxxx-Xxxxxxxxxxx@xx.xxx [·] [·], 20[·](14) Ladies and Gentlemen: Reference is hereby made to the Master Loan and Security that certain First Lien Credit Agreement dated as of May 14, 2014 (as it may be amended, restated, amended and restated, supplemented or supplemented from time to timeotherwise modified and in effect on the date hereof, the “MLSAFirst Lien Credit Agreement”), by and among TALF II LLCamong, inter alios, Xxxxxxxx Intermediate, Inc., a Delaware corporation, as LenderHoldings, The Bank of New York MellonXxxxxxxx Corporation, a Delaware corporation, as Administrator, The Bank of New York Mellon, as Custodianthe Top Borrower, and the TALF Agents other Borrowers party thereto, the Lenders from time to time party thereto, Xxxxxxx Sachs Bank USA, in its capacities as the swingline lender and as administrative agent and collateral agent for the Lenders and Royal Bank of Canada as the issuing bank. Terms defined in the MLSA and not otherwise defined herein First Lien Credit Agreement are used herein with the same meaningsmeanings unless otherwise defined herein. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, undersigned hereby notifies gives you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have notice pursuant to Section 17.0 2.03 of the MLSA or as a result of a breach of First Lien Credit Agreement that it requests the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent Borrowings under the Lending First Lien Credit Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice be made on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT·] [·], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE 20[Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian·], and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set that connection sets forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of terms on which the Loan Prepayment contemplated hereby shall notBorrowings 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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: FORM EXHIBIT B OPINION OF COLLATERAL SURRENDER COUNSEL FOR THE BORROWER AND ACCEPTANCE NOTICE GUARANTORS [Effective Date] The Bank of New York MellonTo the Lenders and the Administrative Agent Referred to Below c/o JPMorgan Chase Bank, as Custodian and Administrator Administrative Agent 000 Xxxxxxxxx Xxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 AttentionDear Sirs: Xxxxxx Xxx Tel.: [I/We] have acted as counsel for (000a) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With [ ], a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement [ ] corporation (as it may be amended or supplemented from time to time, the “MLSABorrower”), by in connection with the Credit Agreement dated as of [ ] (the “Credit Agreement”), among the Borrower, the banks and among TALF II LLCother financial institutions identified therein as Lenders, and JPMorgan Chase Bank, as LenderAdministrative Agent and (b) [identify all Guarantors signing Guaranty], The Bank in connection with the Guaranty dated as of New York Mellon[ ] (the “Guaranty”), as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party theretoamong [ ]. Terms defined in the MLSA and not otherwise defined herein Credit Agreement are used herein with the same meanings. The Borrower [I, or individuals under my direction,/We] have examined originals or copies, certified or otherwise identified on the signature page hereto (the “Subject Borrower”)to [my/our] satisfaction, acting though of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as [name I/we] have deemed necessary or advisable for purposes of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”)this opinion. Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 basis of the MLSAforegoing, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as [I am/we are] of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notopinion 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 permitted assigns. This Assignment and Assumption may be executed by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkYork without reference to its conflict of laws other than Section 5-1401 of the New York General Obligations Law. APPENDIX 4: [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Exhibit B-7 Exhibits to TLA Credit Agreement Exhibit C-1 Form of Letter of Credit See attached. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE DSR LETTER OF CREDIT [DateLetterhead of KeyBank] The Bank of New York MellonIRREVOCABLE TRANSFERABLE STANDBY LETTER OF CREDIT NO. [ ] Dated: [ ] ACCOUNT PARTY: Sunrun Aurora Portfolio 2014-A, as Custodian and Administrator LLC 000 Xxxxxxxxx Xxxxxx Xx., 00xx Xxxxx Xxx XxxxXxxxxxxxx, XX 00000 AttentionAttn: Xxxxxx Xxx TelGeneral Counsel BENEFICIARY: OneWest Bank N.A. as Collateral Agent 0000 Xxxxxxxx Xxx., Xxxxx 000 Xxxxx Xxxxxx, XX 00000 Attn: Xxxxxxx Xxxx / Xxxxxxx Xxxxx Dear Beneficiary: At the request of and for the account of Sunrun Aurora Portfolio 2014-A, LLC, a Delaware limited liability company (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made “Account Party”), we, KeyBank National Association (“KeyBank”), hereby establish in your favor, pursuant to the Master Loan and Security Agreement that certain Credit Agreement, dated as of December 31, 2014 (as it may be amended, restated, amended and restated, or otherwise modified, supplemented from time to timeor replaced, the “MLSACredit Agreement”), by and among TALF II LLCthe Account Party, the financial institutions from time to time party thereto as Lenderlenders (collectively, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject BorrowerLenders”), acting though [name of TALF Agent]and Investec Bank plc, as Administrative Agent for the Lenders (in such capacity, together with its duly authorized agentsuccessors and permitted assigns, hereby notifies you the “Administrative Agent”), our Irrevocable Transferable Standby Letter of its election to exercise its Collateral Surrender Right with respect Credit No. [ ] (this “Letter of Credit”) whereby, subject to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower terms and conditions contained herein, you are hereby consents irrevocably authorized to draw on KeyBank National Association, by your draft or drafts at sight, up to an aggregate amount not to exceed the acceptance of Dollar amount for the Collateral relevant time period set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSAon Schedule 1 hereto, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby which amount shall not exceed $7,900,000.00 (xSeven Million Nine Hundred Thousand and 00/100 United States Dollars) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorizedamount, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to timereduced in accordance with the terms hereof, the “MLSAStated Amount”). This Letter of Credit shall be effective immediately and shall expire on the Expiration Date (as hereinafter defined). Partial drawings on this Letter of Credit are permitted up to the Stated Amount available for drawing for the relevant period as set forth on Schedule 1, attached hereto. The Stated Amount available for drawing under this Letter of Credit shall be immediately reduced by the amount of any paid drawing hereunder. You may draw upon this Letter of Credit at any time on or prior to the Expiration Date by presenting (a) a sight draft in the form of Exhibit A (a “Sight Draft”), appropriately completed and executed by your authorized officer and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined (b) a certificate in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto form of Exhibit B (the a “Subject BorrowerCertificate”), acting through appropriately completed and executed by your authorized officer. [name ***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Presentation of TALF Agent]any Sight Draft and Certificate shall be made at our office located at KeyBank National Association, as its Standby Letter of Credit Services, Mail Code: OH-01-49-1003, 0000 Xxxxxxxx Xxxx, Cleveland, Ohio 44144-2302. We hereby agree with you that any Sight Draft and Certificate drawn under and in compliance with the terms of this Letter of Credit shall be duly authorized agenthonored by us upon delivery, hereby notifies if presented on or before our close of business on the Expiration Date at our office specified above. Provided that a compliant drawing is presented by 12:00 p.m., Eastern Standard time, on any Business Day, payment shall be made to you of its election the amount specified in the applicable Sight Draft, not to prepay exceed the Stated Amount, in immediately available funds, not later than 11:00 a.m., Eastern Standard time, on the second following Loans as set forth below (Business Day. A compliant drawing presented after 12:00 p.m, Eastern Standard time on any Business Day, will be paid on the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notthird following Business Day.

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy shall be effective as delivery of a manually signed executed counterpart hereof. A set of copies of this Assignment and Assumption. This Assignment and Assumption signed by all and the rights and obligations of the parties shall be lodged with the Lender. This under this Assignment and Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New YorkYork without regard to principles of conflicts of laws to the extent that the same are not mandatorily applicable by statute and the application of the laws of another jurisdiction would be required thereby. APPENDIX 4: EXHIBIT E-1 FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonLEGAL OPINION OF DEBEVOISE & XXXXXXXX LLP EXHIBIT E-2 FORM OF LEGAL OPINION OF MORRIS, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx XxxxNICHOLS, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: ARSHT & XXXXXXX LLP EXHIBIT F FORM OF EXEMPTION CERTIFICATE Reference is made to the Master Loan and Security Agreement Credit Agreement, dated as of July 31, 2008 (as it may be amended amended, restated, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by and among TALF II LLCExplorer Investor Corporation, as Lendera Delaware corporation, The Bank of New York MellonExplorer Merger Sub Corporation, as Administratora Delaware corporation, The Bank of New York MellonBooz Xxxxx Xxxxxxxx Inc., as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto a Delaware corporation (the “Subject Borrower”), acting though [name of TALF Agent]the several banks and other financial institutions or entities from time to time parties thereto, Credit Suisse, as its duly authorized agentAdministrative Agent (in such capacity, hereby notifies you the “Administrative Agent”) and Collateral Agent, Bank of its election America, N.A., as Syndication Agent, Xxxxxx Brothers Commercial Bank, C.I.T. Leasing Corporation and Sumitomo Mitsui Banking Corporation, as Documentation Agents, Credit Suisse, as Issuing Lender and Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, Xxxxxx Brothers Inc. and Sumitomo Mitsui Banking Corporation, as Joint Lead Arrangers and Joint Bookrunners. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to exercise its Collateral Surrender Right with respect to them in the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above Credit Agreement. (the “Subject CollateralNon-US Lender”) in full satisfaction is providing this certificate pursuant to Section 2.20(d) of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to LenderCredit Agreement. The Subject Borrower Non-US Lender hereby represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not:

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be construed in accordance with and governed by, and construed in accordance with, the law laws of the State of New York without regard to conflicts of principles of law that would require the application of the laws of another jurisdiction. EXHIBIT B [Form of] BORROWING REQUEST For Revolving Loans: Royal Bank of Canada, as Administrative Agent 0xx Xxxxx, 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Manager, Agency Services Group For Swingline Loans: Royal Bank of Canada Three World Financial Center 000 Xxxxx Xxxxxx New York. APPENDIX 4, New York 10281 Attention: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE Global Loans Administration Re: Norcraft Companies, L.P. [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Credit Agreement dated as of November 14, 2013 (as it may be amended, amended and restated, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”)) among NORCRAFT COMPANIES, by and among TALF II LLCL.P., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto a Delaware limited partnership (the “Subject Borrower”), acting though [name NORCRAFT INTERMEDIATE HOLDINGS, L.P., a Delaware limited partnership (“Intermediate Holdings”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I of TALF Agent]the Credit Agreement), the Lenders, RBC CAPITAL MARKETS and KEYBANK NATIONAL ASSOCIATION, as its duly authorized agentjoint lead arrangers and joint bookrunners (in such capacities, hereby notifies you of its election to exercise its individually, “Arranger” and collectively the “Arrangers”), and ROYAL BANK OF CANADA, as swingline lender, as issuing bank, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, and as collateral agent (in such capacity, “Collateral Surrender Right with respect to Agent”) for the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Secured Parties. Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have gives you notice pursuant to Section 17.0 2.03 of the MLSA or as Credit Agreement that it requests a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent Borrowing under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianCredit Agreement, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set that connection sets forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notterms 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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkTexas. APPENDIX 4ANNEX 1 to Assignment and Assumption, Solo Page EXHIBIT B TO EAGLE MATERIALS INC. AMENDED AND RESTATED CREDIT AGREEMENT Form of Opinion of Counsel for the Borrower 16 December 2004 To the Lenders and the Administrative Agent Referred to Below c/o JPMorgan Chase Bank, N.A. as Administrative Agent 2000 Xxxx Xxxxxx, 3rd Floor Dallas, Texas, TX 75201 Dear Sirs: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank We have acted as counsel for Eagle Materials Inc. (formerly Centex Construction Products, Inc.), a Delaware corporation (the “Borrower”) and the guarantors listed in Appendix 1 attached hereto (the “Guarantors”) (the Borrower and the Guarantors being collectively referred to hereafter as the “Obligated Parties”) in connection with the Amended and Restated Credit Agreement dated as of New York MellonDecember 16, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: 2004 (000the “Credit Agreement”) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to among the Master Loan and Security Agreement (as it may be amended or supplemented from time to timeBorrower, the “MLSA”), by banks and among TALF II LLC, other financial institutions identified therein as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianLenders, and the TALF Agents party theretoJPMorgan Chase Bank, N.A. as Administrative Agent. Terms defined in the MLSA and not otherwise defined herein Credit Agreement are used herein with the same meanings. The Borrower We have examined originals or copies, certified or otherwise identified on the signature page hereto (the “Subject Borrower”)to our satisfaction, acting though [name of TALF Agent]such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as its duly authorized agent, hereby notifies you we have deemed necessary or advisable for purposes of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”)this opinion. Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 basis of the MLSAforegoing, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as we are of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notopinion 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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: Exhibit J FORM OF COLLATERAL SURRENDER AND ACCEPTANCE DISCOUNTED PREPAYMENT OPTION NOTICE [DateDated: ____________, 20[ ] The Bank of New York MellonTo: COBANK, ACB, as Custodian and Administrator 000 Administrative Agent 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Xxxxx Xxxxx Ladies and Gentlemen: Reference This Discounted Prepayment Option Notice is made delivered to the Master Loan you pursuant to Section 2.11(c)(ii) of that certain Credit Agreement, dated as of July 1, 2015(as amended, restated, amended and Security Agreement (as it may be amended restated, extended, supplemented or supplemented otherwise modified in writing from time to time, the “MLSA”Agreement,” the terms defined therein being used herein as therein defined), by and among TALF II LLCWestRock Company, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto a Delaware corporation (the “Subject BorrowerParent”), acting though [name of TALF Agent]RockTenn CP, LLC, a Delaware limited liability company (“RockTenn CP”), Rock-Tenn Converting Company, a Georgia Corporation (“Rock-Tenn Converting”), MeadWestvaco Virginia Corporation, a Delaware corporation (“MWV Virginia,” and, together with RockTenn CP and Rock-Tenn Converting, the “Borrowers”), Rock-Tenn Company, a Georgia corporation, and MeadWestvaco Corporation, a Delaware corporation, the lenders named therein and such other lenders that thereafter become parties thereto, and CoBank, ACB, as its duly authorized agent, administrative agent (the “Administrative Agent”). The Purchasing Borrower Party hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, effective as of the date of effectiveness of the Collateral Surrender contemplated hereby[___________, the Subject Collateral is free of any Adverse Claim20__], except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 2.11(c)(ii) of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Agreement, Purchasing Borrower and the Applicable TALF Agent party hereto Party hereby notifies each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notseeking:

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 41 Selected bracketed language to be acceptable to the Administrative Agent. EXHIBIT E RECORDING REQUESTED BY AND WHEN RECORDED, MAIL TO: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxxxx Xxxxx LLP 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Xxx Xxxx 00000-0000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made X. Xxxxx, Esq. SPACE ABOVE FOR RECORDER’S USE APPLIED MEDICAL RESOURCES CORPORATION as Grantor, to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLCFIDELITY NATIONAL TITLE INSURANCE COMPANY, as LenderTrustee for the benefit of CITIBANK, The Bank of New York MellonN.A., as Administrator, The Bank of New York MellonAdministrative Agent, as CustodianBeneficiary DEED OF TRUST, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”)ASSIGNMENT OF LEASES AND RENTS AND PROFITS, acting though [name SECURITY AGREEMENT AND FIXTURE FILING Dated as of TALF Agent[ ], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS This instrument affects real and personal property located in Orange County, State of California. THIS INSTRUMENT CONTAINS FUTURE ADVANCE PROVISIONS. THIS INSTRUMENT COVERS GOODS THAT ARE OR ARE TO BECOME FIXTURES AND UPON RECORDING IS EFFECTIVE AS A FINANCING STATEMENT FILED AS A FIXTURE FILING. TABLE OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notCONTENTS Page

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery Acceptance and adoption of an executed signature page to the terms of this Assignment and Assumption by email the Assignee and the Assignor by Electronic Signature (as defined in the Credit Agreement) or facsimile transmission delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System (as defined in the Credit Agreement) 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4EXHIBIT B [FORM OF] BORROWING NOTICE LANDEC CORPORATION Borrowing Request Date: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon6 JPMorgan Chase Bank, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx XxxxN.A. Middle Market Servicing 00 Xxxxx Xxxxxxxx, XX 00000 Xxxxx X0 Xxxxx XX0-0000 Xxxxxxx, XX, 00000-0000 Attention: Xxxxxx Xxx Tel.___________________ Fax No: (000312) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx ___________ Ladies and Gentlemen: Reference This Borrowing Request is made furnished pursuant to the Master Loan and Security Section 2.03 of that certain Credit Agreement dated as of September 23, 2016 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”)) among Landec Corporation, by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto a Delaware corporation (the “Subject Borrower”), acting though [name of TALF Agent]the other Loan Parties party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., in its capacity as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to administrative agent for the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above Lenders (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject ObligationsAdministrative Agent”). Upon Unless otherwise defined herein, capitalized terms used in this Borrowing Request have the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest meanings ascribed thereto in the Subject Collateral shall be transferred to LenderCredit Agreement. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness this Borrowing Request and the date of the Collateral Surrender contemplated herebyproposed Borrowing set forth below, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness each of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty conditions precedent set forth in the preceding paragraph (which representation and warranty shall survive effectiveness Section 4.02 of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Credit Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had have been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meaningssatisfied. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you the Administrative Agent of its election to prepay request for the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notBorrowing:

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE EXHIBIT G TO 8/05 CREDIT AGREEMENT (Basic Form of Opinion of Counsel) [Date] The Bank of New York MellonJPMorgan Chase Bank, N.A., as Custodian Agent for the Lenders 000 Xxxxxx, 6th Floor North Houston, Texas 77002 Re: 8/05 Amended and Administrator 000 Xxxxxxxxx Xxxxxx Xxx XxxxRestated Senior Secured Credit Agreement dated as of August 1, XX 00000 Attention: Xxxxxx Xxx Tel.: 2005 among HomeBanc Corporation and HomeBanc Mortgage Corporation (000the “Companies”), JPMorgan Chase Bank, N.A., as agent (the “Agent”) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With and a copy by email to: XXXX@xxxxxxxxx.xxx Ladies Lender, and Gentlemen: Reference is made to the Master Loan and Security Agreement other Lenders party thereto (as it may be amended or supplemented from time to timecollectively, the “MLSALenders”)) Gentlemen: We have acted as special counsel for the Companies in connection with the 8/05 Amended and Restated Senior Secured Credit Agreement dated as of August 1, by and 2005 (the “Credit Agreement”) among TALF II LLCthe Companies, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, the Agent and the TALF Agents party theretoLenders. Terms defined This opinion is rendered to you in compliance with Section 8.1(a)(10) of the MLSA and not Credit Agreement. Unless otherwise defined herein are or the context otherwise requires, each capitalized term used herein shall have the meaning ascribed to it in the Credit Agreement. In our capacity as such counsel, we have examined the Credit Agreement, the Custody Agreement and the Senior Credit Notes (collectively, the “Principal Facilities Papers”) and such other documents and matters as we have deemed necessary in rendering the opinions hereinafter set forth. We have been furnished with, and with the same meanings. The Borrower identified on Agent’s and the signature page hereto (Lenders’ consent have relied upon, certificates of and other information supplied by officers of the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right Companies with respect to certain factual matters and we have assumed the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance accuracy of the Collateral set forth above (the “Subject Collateral”) in full satisfaction all representations of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty fact set forth in the preceding paragraph Principal Facilities Papers. In addition, we have obtained and relied upon such certificates and assurances from public officials as we have deemed necessary. We have also assumed the genuineness of signatures on (which representation and warranty shall survive effectiveness other than those of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice Companies’ representatives on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”Facilities Papers), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party theretoauthenticity of, all materials so examined; and we have assumed the conformity with originals of all documents submitted to us as copies. Terms defined in For purposes of our opinions we have assumed the MLSA due authorization, execution, delivery, and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness performance of the Loan Prepayment contemplated hereby shall notCredit Agreement and the Custody Agreement by the Agent and the Lenders. Based upon the foregoing, and subject to the qualifications herein set forth, it is our opinion that:

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption Acceptance by email or facsimile transmission telecopy 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 LenderAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: Each party hereto acknowledges and agrees that the Administrative Agent shall not be liable for any losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever incurred or suffered by any Person in connection with any compliance or non-compliance with Section 9.04(k)(iv) or any purported assignment exceeding the Affiliated Lender Cap (it being understood and agreed that the Affiliated Lender Cap is intended to apply to any Loans made available to Affiliated Lenders by means other than formal assignment (e.g., as a result of an acquisition of another Lender (other than any Debt Fund Affiliate) by any Affiliated Lender or the provision of Incremental Term Loans by any Affiliated Lender); provided, further, that to the extent that any assignment to any Affiliated Lender would result in the aggregate principal amount of all Term Loans held by Affiliated Lenders exceeding the Affiliated Lender Cap (after giving effect to any substantially simultaneous cancellations thereof), the assignment of the relevant excess amount shall be null and void. EXHIBIT C to the Credit Agreement FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The BORROWING REQUEST Deutsche Bank of AG New York MellonBranch, as Custodian and Administrator Administrative Agent Loan Operations 0000 Xxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxx Xxxxxxxxxxxx, XX 00000 Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 00000000-0000 EmailATTN: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Loan Operations xx.xxxxxxxxxxxxxxx@xx.xxx [DATE]1 Ladies and Gentlemen: Reference is made The undersigned, Ceridian HCM Holding Inc., as Borrower refers to the Master Loan and Security Credit Agreement dated as of November 14, 2014 (as it may be amended, restated, amended and restated, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by and among TALF II LLCthe Borrower, the lenders from time to time party thereto (the “Lenders”), Deutsche Bank AG New York Branch, as LenderAdministrative Agent and Collateral Agent (such terms and each other capitalized term used but not defined herein having the meaning given it in Article I of the Credit Agreement), The Deutsche Bank of New York MellonAG Canada Branch, as Administrator, The Bank of New York Mellon, as Custodian, Canadian Sub-Agent and the TALF Agents other agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies gives you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have notice pursuant to Section 17.0 2.03 of the MLSA or as Credit Agreement that it requests a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent Borrowing under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianCredit Agreement, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein connection with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set such borrowing sets forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of terms on which the Loan Prepayment contemplated hereby shall notBorrowing is requested to be made:

General Provisions. This Assignment Except as specifically amended in this Amendment, the Original Lease is and Assumption shall be binding uponremain in full force and effect and has not been amended, modified, terminated or assigned. No portion of the Premises has been assigned, sublet or licensed for use by any other occupant. In the event there is a contradiction between the Original Lease and this Amendment, this Amendment shall govern. Tenant acknowledges that Landlord’s and Tenant’s lease covenants are independent and that Tenant has no claim of default, setoff, counterclaim or defenses and no claim of abatement, reduction, adjustments, or concessions with respect to rent and/or other charges under the Original Lease as of the date hereof, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed by one or more parties on extent any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrumentexist, they are hereby waived in full. Delivery of an executed signature page to this Assignment and Assumption by email or facsimile transmission shall be effective EXECUTED 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 sealed instrument as of the State date first set forth above. LANDLORD: DIV NEEDHAM 115 LLC, a Massachusetts limited liability company By: Fourth Avenue Ventures Limited Partnership, its manager By: Cendav Investment Corp., its general partner By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: President TENANT: CELLDEX THERAPEUTICS, INC., a Delaware corporation By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: SVP & CFO SECRETARY’S CERTIFICATE I, Xxxxxxx X. Xxxxxxx, President & CEO of New York. APPENDIX 4: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonCELLDEX THERAPEUTICS, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx XxxxINC., XX 00000 Attention: Xxxxxx Xxx Tel.: a Delaware corporation (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSACompany”), hereby certify that by and among TALF II Board Meeting on September 9, 2015, approval was given for the Company, as tenant, to enter into a Second Amendment to Lease with DIV NEEDHAM 115 LLC, as Lenderlandlord, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents Company’s lease in the building located at, known as and numbered 000-000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx, a copy of which Second Amendment to Lease is attached hereto and made a part hereof. I further certify that Xxxxx X. Xxxxxx, as SVP & CFO of the Company has authority to execute and deliver to the acceptance landlord said Second Amendment to Lease on behalf of the Collateral set forth above Corporation. Witness my hand and seal of the Corporation this 30th day of October, 2015. /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President & CFO EXHIBIT A Expansion Premises EXHIBIT B Parking Spaces EXHIBIT C Right of First Refusal Tenant shall have an ongoing right of first refusal (the “Subject CollateralRight of First Refusal”) in full satisfaction of to lease certain ROFR Space (hereinafter defined), subject to the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness terms and conditions of this Collateral Surrender in accordance with Section 13.3 Exhibit C and the existing rights of any other tenants leasing space at the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, Building as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx TelAmendment.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: Form of Assignment and Assumption EXHIBIT F-1 FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank BORROWER OPINION See attached. Form of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Borrower Opinion XXXXXXX X. XXXXX SENIOR ATTORNEY XX 00000 Attention: Xxxxxx Xxx Tel.: XXX 000000 XXXXXXXXXX. XXXXXXX 00000-00x0 TELEPHONE (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: FAX (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York MellonE-MAlL xxxxxx@xxxxxxx.xxx November 17, as Custodian 2008 To the Banks and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx the Administrative Agent Referred to Below Dear Ladies and Gentlemen: Reference is made We have acted as in-house counsel to Vulcan Materials Company, a New Jersey corporation (the Master Loan and Security “Borrower”) in connection with the 364-Day Credit Agreement (dated as it may be amended or supplemented from time to timeof November 14, 2008, among the Borrower, the banks listed on the signature pages thereof and Bank of America, N.A., as Administrative Agent and the Lenders party thereto (the “MLSACredit Agreement”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein Credit Agreement are used herein with the same meaningsas therein defined. We have examined originals or copies, certified or otherwise identified to our satisfaction, 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. The Borrower identified on Credit Agreement, the signature page hereto (Notes and the Loan Documents are herein referred to as the “Subject BorrowerDocuments”). In rendering the opinions expressed herein, acting through [name of TALF Agent]we have assumed (i) the due authorization, as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness execution and delivery of the Loan Prepayment contemplated hereby shall notSubject Documents by each of the parties thereto (other than the Borrower); and (ii) that the Subject Documents are the legal, binding, and enforceable obligation of each party (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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. APPENDIX 4_______________________________ 13 Administrative Agent should consider whether this method conforms to its systems. In some circumstances, the following alternative language may be appropriate: “From and after the Effective Date, Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in payments by Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.” Exhibit B-5 Form of Assignment and Assumption EXHIBIT C FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE OF COMMITMENT INCREASE [Date] The Bank of New York MellonXXXXX FARGO BANK, NATIONAL ASSOCIATION, as Custodian and Administrator Administrative Agent Houston Energy Group 0000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx XXX X0000-000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx __________ Ladies and Gentlemen: Reference is made The undersigned, Western Gas Partners, LP, refers to the Master Loan Second Amended and Security Restated Revolving Credit Agreement dated as of February 26, 2014 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms with terms defined in the MLSA Credit Agreement and not otherwise defined herein are being used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”)as therein defined) among Western Gas Partners, acting though [name of TALF Agent]LP, as its duly authorized agentthe Borrower, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSAXxxxx Fargo Bank, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender thatNational Association, as of Administrative Agent, and the date of effectiveness of the Collateral Surrender contemplated herebyLenders and other Agents party thereto, the Subject Collateral is free of any Adverse Claimand hereby give you notice, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have irrevocably, pursuant to Section 17.0 2.09(a) of the MLSA or as a result of a breach Credit Agreement that the undersigned hereby request that the aggregate amount of the representation Lenders’ Commitments be increased and warranty set the CI Lenders agree to provide Commitments under the Credit Agreement, and in that connection sets forth in below the preceding paragraph (which representation and warranty shall survive effectiveness information relating to such proposed Commitment Increase as required by Section 2.09(a) of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notCredit 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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery Acceptance of an executed signature page to the terms of this Assignment and Assumption by email the Assignee and the Assignor by Electronic Signature or facsimile transmission delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: FORM Exhibit A EXHIBIT B OPINION OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE COUNSEL FOR THE LOAN PARTIES [Effective Date] The Bank of New York MellonTo the Lenders and the Administrative Agent Referred to Below c/o JPMorgan Chase Bank, N.A., as Custodian and Administrator Administrative Agent 000 Xxxxxxxxx Xxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 AttentionDear Sirs: Xxxxxx Xxx TelWe have acted as counsel for IPSCO TUBULARS INC.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With , and each other Person who is designated as a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented “Borrower” thereunder from time to time, and their successors and assigns (together, the “MLSABorrowers”), by and the other Loan Parties party thereto, in connection with the Credit Agreement dated as of December 7, 2017 (the “Credit Agreement”) among TALF II LLCthe Borrowers, the other Loan Parties, the banks and other financial institutions identified therein as Lenders, and JPMorgan Chase Bank, N.A., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party theretoAdministrative Agent. Terms defined in the MLSA and not otherwise defined herein Credit Agreement are used herein with the same meanings. The Borrower We have examined originals or copies, certified or otherwise identified on the signature page hereto (the “Subject Borrower”)to our satisfaction, acting though [name of TALF Agent]such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as its duly authorized agent, hereby notifies you we have deemed necessary or advisable for purposes of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”)this opinion. Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 basis of the MLSAforegoing, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as we are of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notopinion 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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: EXHIBIT D - FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE OPINION OF IN-HOUSE COUNSEL FOR THE BORROWER [Date] The Bank To each of New York Mellonthe Lenders party to the $10,000,000,000 Term Loan Credit Agreement dated as of November 15, 2016 among AT&T Inc., said Lenders and JPMorgan Chase Bank, N.A., as Custodian Agent for said Lenders, and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxxto JPMorgan Chase Bank, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx N.A., as Agent Ladies and Gentlemen: Reference is made to I am the Master Loan [Senior Executive Vice President and Security Agreement General Counsel][Vice President, Associate General counsel and Assistant Secretary] of AT&T Inc., a Delaware corporation (as it may be amended or supplemented from time to time, the “MLSABorrower”). I am providing this opinion to you pursuant to Section 3.02(f)(i) of the $10,000,000,000 Term Loan Credit Agreement, dated as of November 15, 2016 (the “Credit Agreement”), by among the Borrower, the Lenders party thereto and among TALF II LLCJPMorganChase Bank, N.A., as LenderAgent for said Lenders. Except as otherwise indicated, The Bank initially capitalized terms used in this opinion without definition shall have the meanings assigned to such terms in the Credit Agreement. In my capacity as [Senior Vice President and General Counsel][Vice President, Associate General counsel and Assistant Secretary], I have reviewed or been made aware of New York Mellonthe terms of those corporate and other records and documents I considered appropriate, as Administratorincluding the Credit Agreement. As to certain matters of fact, The Bank I have relied upon (i) representations of New York Mellon, as Custodianthe Borrower set forth in, and the TALF Agents party thereto. Terms defined in the MLSA certificates of public officials and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance certain officers of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSABorrower delivered pursuant to, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Credit Agreement and (ii) oral or written statements and representations of individuals upon whom I believe I am justified in relying. As to certain opinions expressed herein, I have relied on the rights opinions of recourse against members of my staff upon whom I believe I am justified in relying. I have also examined or caused to be examined such other instruments and have made or directed to be made such other investigations as I have deemed necessary in connection with the Subject Borrower opinions set forth below. With respect to my consideration of those questions of law that I have considered relevant for this opinion, I have relied upon the certifications, representations, opinions and conclusions of law of various attorneys in the AT&T legal department with responsibility, in whole or in part, for the areas that are the subject of the opinions set forth herein. I have assumed the genuineness of all signatures, the legal capacity of all natural persons executing agreements, instruments or documents, the completeness and authenticity of all documents submitted to me as originals and the Applicable TALF Agent under Section 17.0 conformity with originals of all documents submitted to me as copies. On the basis of such analysis, my reliance upon the assumptions in this opinion and my consideration of such questions of law that I considered relevant, and subject to the limitations and qualifications in this letter, I am of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notopinion 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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: EXHIBIT F-2 FORM OF COLLATERAL SURRENDER ADMINISTRATIVE QUESTIONNAIRE [See attached] EXHIBIT G FORM OF SUBSIDIARY BORROWER REQUEST AND ACCEPTANCE NOTICE [ASSUMPTION AGREEMENT Date] The : ___________, _____ To: Bank of New York MellonAmerica, N.A., as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Administrative Agent Ladies and Gentlemen: Reference This Subsidiary Borrower Request and Assumption Agreement is made and delivered pursuant to the Master Loan and Security Agreement Section 2.15 of that certain Credit Agreement, dated as of November 24, 2009 (as it may be amended amended, restated, extended, supplemented or supplemented otherwise modified in writing from time to time, the “MLSAAgreement”), by among Xxxxxxxxx Technology Corporation, a Delaware corporation (“Xxxxxxxxx”), the Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto and among TALF II LLCBank of America, N.A., as LenderAdministrative Agent, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianSwing Line Lender and L/C Issuer, and reference is made thereto for full particulars of the TALF Agents party theretomatters described therein. Terms defined All capitalized terms used in the MLSA this Subsidiary Borrower Request and Assumption Agreement and not otherwise defined herein are used herein with shall have the same meaningsmeanings assigned to them in the Credit Agreement. The Borrower identified on the signature page hereto Each of ______________________ (the “Subject Subsidiary Borrower”)) and Xxxxxxxxx hereby confirms, acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as the Administrative Agent and the Lenders that the Subsidiary Borrower is a Subsidiary of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending AgreementXxxxxxxxx. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have documents required to Lender pursuant be delivered to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Administrative Agent under Section 17.0 2.15 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made Credit Agreement will be furnished to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined Administrative Agent in the MLSA and not otherwise defined herein are used herein accordance with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness requirements of the Loan Prepayment contemplated hereby shall notCredit 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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE EXHIBIT B JOINDER ([Date] The Bank name of New York MellonGuarantor]) [ ], a [ ] (the “New Guarantor”), hereby agrees with JPMorgan Chase Bank, N.A., as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx XxxxU.S. administrative agent (the “U.S. Administrative Agent”) for the lenders (collectively, XX 00000 Attention: Xxxxxx Xxx Tel.: (000the “Lenders”) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made now or hereafter party to the Master Loan and Security that certain Credit Agreement (as it the same may be restated, amended or and supplemented from time to time, the “MLSACredit Agreement;” any capitalized term defined in the Credit Agreement and used in this Joinder shall have the meaning ascribed to it in the Credit Agreement) dated as of December 29, 2011 among Sysco Corporation, a Delaware corporation (the “Company”), by Sysco International ULC., the Guarantors party thereto, the Lenders party thereto, the U.S. Administrative Agent and among TALF II LLCJPMorgan Chase Bank, N.A., Toronto Branch, as Lender, The Bank of New York MellonCanadian Administrative Agent, as Administratorfollows: The New Guarantor has become a guarantor of the Senior Notes. In accordance with Section 5.09(b) of the Credit Agreement and for good and valuable consideration, The Bank receipt of which is hereby acknowledged, the New York MellonGuarantor hereby (a) ratifies, adopts and joins the Credit Agreement as Custodiana party thereto and unconditionally assumes all the obligations of a Guarantor thereunder; (b) agrees to be bound by the provisions of the Credit Agreement as if the New Guarantor had been an original party thereto; (c) expressly ratifies and confirms all of the provisions, indemnifications, waivers, releases, restrictions, duties, responsibilities and obligations of the Guarantors under the Credit Agreement, and (d) confirms that, after joining the TALF Agents party thereto. Terms defined Credit Agreement as set forth above, the representations and warranties set forth in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right Credit Agreement with respect to the following Loan: Loan Identification # Borrower Name Collateral New Guarantor as a Subsidiary (CUSIP’s) The Subject Borrower hereby consents to other than the acceptance representations and warranties set forth in Section 3.04(b), Section 3.06 and Section 3.11 of the Collateral set forth above Credit Agreement) are true and correct in all material respects (the “Subject Collateral”without duplication of any materiality qualifier) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness this Joinder. For purposes of notices under the Collateral Surrender contemplated herebyCredit Agreement, the Subject Collateral notice address for the New Guarantor is free of any Adverse Claim, except the same as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of Credit Agreement for the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Telother Guarantors.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank , without regard to conflicts of law provisions (other than Sections 5-1401 and 5-1402 of the New York MellonGeneral Obligations law). Exhibit G Additional Guarantor Supplement Date: __________, 20__ To: Fifth Third Bank, as Custodian Administrative Agent under, and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxxthe Lenders party to, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx the Credit Agreement described below Ladies and Gentlemen: Reference is made to the Master Loan Credit Agreement, dated as of July 20, 2016, by and Security Agreement among Lxxxxxx Facility Services LLC, a Delaware limited liability company (the “Borrower”), Lxxxxxx Holdings LLC, a Delaware limited liability company (the “Parent”), the other Guarantors party thereto, the Lenders party thereto, and Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer (as it may be amended amended, restated, modified or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject ObligationsCredit Agreement”). Upon Capitalized terms used herein and not defined herein have the effectiveness meanings assigned to them in the Credit Agreement. The undersigned, [Insert Name of this Collateral Surrender in accordance with Section 13.3 Guarantor], a(n) ________ ___________, hereby elects to be a “Guarantor” for all purposes of the MLSACredit Agreement, effective from the Subject Borrower acknowledges date hereof. The undersigned confirms that all the representations and warranties set forth in Section 5 of its right, title the Credit Agreement are true and interest correct (or in the Subject Collateral shall be transferred case of any representation or warranty not qualified as to Lender. The Subject Borrower represents materiality, true and warrants correct in all material respects) as to Lender that, the undersigned to the extent applicable to it as of the date hereof (unless such representations and warranties related to an earlier specified date, in which case they are true and correct (or in the case of effectiveness any representation or warranty not qualified as to materiality, true and correct in all material respects) as of such earlier date) and the undersigned shall comply with each of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty covenants set forth in the preceding paragraph (which representation and warranty shall survive effectiveness Section 6 of the Collateral Surrender contemplated hereby)Credit Agreement applicable to it. The Subject Borrower Without limiting the generality of the foregoing, the undersigned hereby agrees to perform all the obligations of a Guarantor under, and to be bound in all respects by the Applicable TALF Agent party hereto each hereby consent terms of, the Credit Agreement, including without limitation Section 11 thereof, to the assignment by Lender to any purchaser of same extent and with the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations same force and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA effect as if the Subject Obligations had been owed to such purchaserundersigned were a signatory party thereto. The undersigned TALF Agent represents acknowledges that this Additional Guarantor Supplement shall be effective upon its execution and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized delivery by the Subject Borrower undersigned to the Administrative Agent, and it shall not be necessary for the Administrative Agent, the L/C Issuer, or any Lender, or any of their Affiliates entitled to the benefits hereof, to execute this Additional Guarantor Supplement or any other acceptance hereof. This Additional Guarantor Supplement shall be construed in accordance with and deliver this Collateral Surrender governed by the laws of the State of New York, without regard to conflicts of law provisions (other than Sections 5-1401 and Acceptance notice on 5-1402 of the Subject Borrower’s behalfNew York General Obligations law). Very truly yours, [NAME OF TALF AGENT]Insert Name of Guarantor] By Name Title Acknowledged and Agreed Fifth Third Bank, in its individual capacity as Administrative Agent By Name Title Exhibit H Lxxxxxx Facility Services LLC Borrowing Base Certificate for Credit Agreement dated as of July 20, 2016 To: Fifth Third Bank, as Administrative Agent under, and the Lenders party to, the Credit Agreement described below This Borrowing Base Certificate is furnished to the Administrative Agent (the “Administrative Agent”) and the Lenders pursuant to that certain Credit Agreement dated as of July 20, 2016, by and among Lxxxxxx Facility Services LLC (the Subject “Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II ”), Lxxxxxx Holdings LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxxa Delaware limited liability company (the “Parent”), XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellonthe other Guarantors party thereto, the Lenders party thereto, and Fifth Third Bank, an Ohio banking corporation, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian Administrative Agent and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement L/C Issuer (as it may be amended amended, restated, modified or supplemented from time to time, the “MLSACredit Agreement”). Unless otherwise defined herein, by the terms used in this Borrowing Base Certificate and among TALF on any attachments to this Borrowing Base Certificate shall have the meanings ascribed thereto in the Credit Agreement. The computations set forth in this Borrowing Base Certificate and on any attachments to this Borrowing Base Certificate are, to the knowledge of the undersigned, on behalf of the Borrowers, true, complete and correct as of the date of this Certificate and have been made in accordance with the relevant sections of the Credit Agreement. See Attached Worksheet for Borrowing Base Calculation. Schedule I hereto sets forth the Schedule of Accounts evidencing the Accounts of each Loan Party, all of which data is, to the best of my knowledge, true, complete and correct. Schedule II LLChereto sets forth the Schedule of Retainage evidencing in reasonable detail any and all outstanding Retainage, as Lenderall of which data is, The Bank to the best of New York Mellonmy knoweldge, as Administratortrue, The Bank complete and correct. In the event of New York Mellon, as Custodian, a conflict between the attached calculations and any certifications relating thereto and the TALF Agents party theretoCredit Agreement and related definitions used in calculating the Borrowing Base, the Credit Agreement and such related definitions shall govern and control. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (Dated as of ) The Subject Borrowerthis ______ day of _____________, acting through 20___. Lxxxxxx Facility Services LLC By Name Title: [name Signature Page to Borrowing Base Certificate] Lxxxxxx Facility Services LLC Borrowing Base Certificate Worksheet for Credit Agreement dated as of TALF Agent] July 20, 2016 Dated as its duly authorized agentof: __________, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not20___

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4EXHIBIT F-2 [FORM OF] ADMINISTRATIVE QUESTIONNAIRE [See Attached] EXHIBIT G [FORM OF] SUBSIDIARY BORROWER REQUEST AND ASSUMPTION AGREEMENT Date: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The , To: Bank of New York MellonAmerica, N.A., as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Administrative Agent Ladies and Gentlemen: Reference This Subsidiary Borrower Request and Assumption Agreement is made and delivered pursuant to the Master Loan and Security Agreement Section 2.15 of that certain Credit Agreement, dated as of June 21, 2011 (as it may be amended amended, restated, extended, supplemented or supplemented otherwise modified in writing from time to time, the “MLSACredit Agreement”), by among Xxxxxxxxx Technology Corporation, a Delaware corporation (“Xxxxxxxxx”), the Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto and among TALF II LLCBank of America, N.A., as LenderAdministrative Agent, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianSwing Line Lender and L/C Issuer, and reference is made thereto for full particulars of the TALF Agents party theretomatters described therein. Terms defined All capitalized terms used in the MLSA this Subsidiary Borrower Request and Assumption Agreement and not otherwise defined herein are used herein with shall have the same meaningsmeanings assigned to them in the Credit Agreement. The Borrower identified on the signature page hereto Each of (the “Subject Subsidiary Borrower”)) and Xxxxxxxxx hereby confirms, acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as the Administrative Agent and the Lenders that the Subsidiary Borrower is a Subsidiary of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending AgreementXxxxxxxxx. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have documents required to Lender pursuant be delivered to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Administrative Agent under Section 17.0 2.15 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made Credit Agreement will be furnished to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined Administrative Agent in the MLSA and not otherwise defined herein are used herein accordance with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness requirements of the Loan Prepayment contemplated hereby shall notCredit 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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: EXHIBIT D FORM OF COLLATERAL SURRENDER VOTING PARTICIPANT NOTIFICATION AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian CONSENT Voting Participant Notification and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Consent Reference is made to the Master Loan Second Amended and Security Restated Credit Agreement dated as of August 9, 2016, among, inter alia, Black Hills Corporation, a South Dakota corporation (the “Borrower”); U.S. Bank National Association, as Administrative Agent; JPMorgan Chase Bank, N.A., as Syndication Agent; MUFG Union Bank, N.A., Xxxxx Fargo Bank, National Association, as Co-Documentation Agents; and the financial institutions party thereto (as it the same may be amended amended, restated, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA Capitalized terms used herein and not otherwise defined herein are used herein with shall have the same meaningsmeanings assigned to such terms in the Credit Agreement. The Borrower Pursuant to Section 11.10(i) of the Credit Agreement, the Bank identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, below hereby notifies you Administrative Agent that it is designating the participant identified below as being entitled to be accorded the rights of its election to exercise its Collateral Surrender Right with respect to the following Loana Voting Participant. Bank: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance Voting Participant: Full Legal Name: Address for Notices: Attention: Amount of Participation Purchased: $ Date of Notification: 1 Voting Participants must be members of the Collateral set forth above (Farm Credit System, have purchased a participation in the “Subject Collateral”) in full satisfaction minimum amount of $<> on or after the Effective Date and have received the written consent of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each Administrative Agent. Voting Participant Notification and Consent Bank Voting Participant By: By: Name: Name: Title: Title: Pursuant to Section <> of the Credit Agreement, the undersigned hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaserinstitution identified herein becoming a Voting Participant. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject [Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above ] By: Name: Title: NAME [Administrative Agent] By: Name: Title: EXHIBIT E-1 FORM OF BORROWERBORROWING NOTICE TO: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLCU.S. Bank National Association, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxxadministrative agent (the “Administrative Agent”) under that Second Amended and Restated Credit Agreement dated as of August 9, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon2016, among, inter alia, Black Hills Corporation, a South Dakota corporation (the “Borrower”); the Administrative Agent; JPMorgan Chase Bank, N.A., as Administrator 000 Xxxxxxxxx Xxxxxx Xxx XxxxSyndication Agent; MUFG Union Bank, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York MellonN.A. and Xxxxx Fargo Bank, National Association, as Custodian Co-Documentation Agents; and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement financial institutions party thereto (as it the same may be amended amended, restated, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by and among TALF II LLC, as Lender, . Capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement. The Bank undersigned Borrower hereby gives to the Administrative Agent a request for Borrowing pursuant to Section 2.5(a) of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodianthe Credit Agreement, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified hereby requests to borrow on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent[ ], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not20[ ]:

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email telecopy or facsimile transmission other electronic communications 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 LenderAssumption. This Assignment and Assumption shall be governed by, by and construed in accordance withwith the applicable law pertaining in the State of New York, other than those conflict of law provisions that would defer to the substantive laws of another jurisdiction. This governing law election has been made by the parties in reliance (at least in part) on Section 5–1401 of the General Obligations Law of the State of New York. APPENDIX 4: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian amended (as and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxxto the extent applicable), and other applicable law. 6 The concept of “Foreign Lender” should be conformed to the section in the Credit Agreement governing withholding taxes and gross-up. STANDARD TERMS AND CONDITIONS TO THE ASSIGNMENT AND ASSUMPTION, Solo Page EXHIBIT B TO IHS INC. CREDIT AGREEMENT COMPLIANCE CERTIFICATE EXHIBIT B, Cover Page COMPLIANCE CERTIFICATE for the quarter ending , To: JPMorgan Chase Bank, N.A. Loan and Agency Services Group 00 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxxx Xxx Tel.Xxxxxxx Xxxxxxx Telephone: (000) -000-0000 EmailTelecopy: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx 000-000-0000 and each Lender Ladies and Gentlemen: Reference This Compliance Certificate (the “Certificate”) is made being delivered pursuant to the Master Loan and Security Section 5.01(c) of that certain Credit Agreement (as it may be amended or supplemented from time to timeamended, the “MLSAAgreement”) dated as of January 5, 2011, among IHS Inc., certain of its subsidiaries named therein (collectively, the “Borrowers”), by and among TALF II LLCJPMorgan Chase Bank, National Association as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodianagent, and the TALF Agents party theretoLenders named therein. Terms All capitalized terms, unless otherwise defined herein, shall have the same meanings as in the MLSA and not otherwise defined herein are used herein with Agreement. All the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect calculations set forth below shall be made pursuant to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance terms of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness undersigned, an authorized financial officer of the Collateral Surrender contemplated Borrower in his capacity as such financial officer and not in his individual capacity, does hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant certify to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower Agent and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notBanks 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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 45: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx Xxxxxx, XX 00000 Attention4E New York, NY 10286 Att: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLCFederal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLCFederal Reserve Bank of New York, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000NY 10045-0000 Email0001 Att: xxxxxx@xx.xxx.xxx And by email toTALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx.Xxxxxx@xx.xxx.xxx TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx Xxxxxx, XX 00000 Attention4E New York, NY 10286 Att: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 56: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx Xxxxxx, XX 00000 Attention4E New York, NY 10286 Att: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLCFederal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notnot (x) affect any right of recourse against the Borrower that Lender may have pursuant to Section 17.0 of the MLSA or (y) discharge any other Obligation that the Borrower may have to Lender pursuant to the MLSA. The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby notifies Custodian that the Prepayment Amount will be delivered by [Name of Payor and Correspondent Bank]. Upon receipt in full of the Prepayment Amount, Custodian shall release the Collateral previously securing the Loans identified in the chart above (in the case of a partial prepayment, such release to be on a Pro Rata Basis) in accordance with Section 8.1 or 8.2 of the MLSA, as applicable. The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby directs Custodian to transfer the released Collateral to a DTC account in accordance with the following instructions:1 1 If no instructions are specified, Custodian shall transfer the released Collateral to the Applicable TALF Agent’s DTC account, for further distribution to the Subject Borrower as contemplated by the MLSA. DTC Account Name: DTC Participant Number: Sub-Account Number: Upon such transfer, none of Custodian, Administrator or Lender shall have any further liability or obligation to the Subject Borrower with respect to such Collateral. The undersigned TALF Agent represents and warrants to Lender that it has been duly authorized by the Subject Borrower to execute and deliver this Loan Prepayment notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF XXXX AGENT], as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxxxxx XxxxXxxxxxx xxxxxxxx.xxxxxxxxxxx@xx.xxx.xxx Document comparison by Workshare Professional on Tuesday, September 15, 2009 10:46:32 AM Input: Document 1 ID file://N:\CA\DELTAVIEW\mlsa.090831_1709.doc Description mlsa.090831_1709 Document 2 ID file://N:\CA\DELTAVIEW\mlsa.090915_1044.doc Description mlsa.090915_1044 Rendering set DPW -- Color Legislative Legend: Insertion Deletion Moved from Moved to Style change Format change Moved deletion Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell Statistics: Count Insertions 27 Deletions 29 Moved from 0 Moved to 0 Style change 0 Format changed 0

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: CREDIT AGREEMENT EXHIBIT B FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonCOMPLIANCE CERTIFICATE Key Bank, National Association as Custodian and Administrator Administrative Agent 000 Xxxxxxxxx Xxxxxxxx Xxxxxx Xxx XxxxXxxxxx, XX 00000 AttentionAttn: Xxxxxx Xxx Tel.Xx. Xxxxxxxxxxx Xxxx RE: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx . Compliance Certificate for through Dear Ladies and Gentlemen: Reference This Compliance Certificate is made with reference to the Master Loan and Security that certain Credit Agreement dated as of , 2014 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by and among TALF II LLCSSTI PREFERRED INVESTOR, LLC (the “Borrower”), the financial institutions party thereto, as Lenderlenders, The Bank of New York Mellonand KeyBank, National Association, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party theretoAdministrative Agent. Terms defined All capitalized terms used in the MLSA this Compliance Certificate (including any attachments hereto) and not otherwise defined in this Compliance Certificate shall have the meanings set forth for such terms in the Credit Agreement. All Section references herein are used herein with shall refer to the same meaningsCredit Agreement. The Borrower identified on I hereby certify that I am the signature page hereto Chief Financial Officer of SmartStop Self Storage, Inc. (the “Subject BorrowerParent”), acting though [name and that I make this Certificate on behalf of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance Borrower. I further represent and certify on behalf of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as follows as of the date of effectiveness this Compliance Certificate: I have reviewed the terms of the Collateral Surrender contemplated herebyLoan Documents and have made, the Subject Collateral is free of any Adverse Claimor have caused to be made under my supervision, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness a review in reasonable detail of the Collateral Surrender contemplated hereby shall not transactions and consolidated and consolidating financial condition of the Parent and its Subsidiaries, during the accounting period (xthe “Reporting Period”) discharge any Obligation that covered by the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have financial reports delivered simultaneous herewith pursuant to Section 17.0 5.01[(a)][(b)], and that such review has not disclosed the existence during or at the end of such Reporting Period (and that I do not have knowledge of the MLSA existence as at the date hereof) of any condition or as event which constitutes a result Default or Event of a breach Default. All referenced dollar amounts in this certificate are stated in thousands unless otherwise noted. As of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness last day of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notReporting Period:

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email telecopy or facsimile other electronic transmission (including in .pdf format) 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE The Administrative Agent shall be entitled to rely, without independent investigation, upon the representations by the Assignor and Assignee contained in this Assignment and Assumption and shall not incur any liability for relying upon such representations. EXHIBIT B [DateForm of] The Bank of New York MellonBORROWING REQUEST Wilmington Trust, National Association as Custodian and Administrator 000 Xxxxxxxxx Administrative Agent for the Lenders referred to below Xxxxxx Xxx XxxxSquare North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxx Tel.Xxxxxxxx X. Xxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email toXXXxxxxxxx@XxxxxxxxxxXxxxx.xxx Re: XXXX@xxxxxxxxx.xxx SolarWinds Holdings, Inc. [Date] Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement Second Lien Credit Agreement, dated as of March 15, 2018 (as it may be amended, restated, amended and restated, refinanced, extended, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by and among TALF II LLCSolarWinds Intermediate Holdings I, as LenderInc., The Bank of New York Mellona Delaware corporation (“Holdings”), as AdministratorSolarWinds Holdings, The Bank of New York MellonInc., as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto a Delaware corporation (the “Subject Borrower”), acting though [name of TALF Agent]the Subsidiary Guarantors, the Lenders party thereto from time to time and Wilmington Trust, National Association, as its duly authorized agent, hereby notifies you of its election to exercise its Administrative Agent and Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Agent. Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have gives you notice pursuant to Section 17.0 2.03 of the MLSA or as Credit Agreement that it requests a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent Borrowing under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianCredit Agreement, and the TALF Agents party thereto. Terms defined that in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set connection therewith sets forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notterms 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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4[[NYCORP:2512115v10:4436W:07/12/05--12:47 p]] ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) [[NYCORP:2512115v10:4436W:07/12/05--12:47 p]] US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) [[NYCORP:2512115v10:4436W:07/12/05--12:47 p]] EXHIBIT D LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION To JPMorgan Chase Bank, N.A., as Agent (the “Agent”) under the Credit Agreement Described Below. Re: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE Five-Year Revolving Credit Agreement, dated July 13, 2005 (as the same may be amended or modified, the “Credit Agreement”), among Ameren Corporation (the “Company”), and its subsidiaries Union Electric Company, Central Illinois Public Service Company, Central Illinois Light Company, Ameren Energy Generating Company and Illinois Power Company (the Company and such subsidiaries each, a “Borrower” and collectively, the “Borrowers”), the Lenders named therein and the Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement. The Agent is specifically authorized and directed to act upon the following standing money transfer instructions with respect to the proceeds of Advances or other extensions of credit from time to time until receipt by the Agent of a specific written revocation of such instructions by a Borrower for such Borrower, provided, however, that the Agent may otherwise transfer funds as hereafter directed in writing by each Borrower in accordance with Section 13.1 of the Credit Agreement or based on any telephonic notice made in accordance with Section 2.17 of the Credit Agreement. Facility Identification Number(s) ______________________________________________ Customer/Account Name Transfer Funds To Bank of America, N.A. (Dallas, Texas) ABA 100000000 For Account No. 3750960963 Reference/Attention To Ameren Corporation General Authorized Officer (Customer Representative) Date (Please Print) Signature Bank Officer Name Date (Please Print) Signature (Deliver Completed Form to Credit Support Staff For Immediate Processing) [[NYCORP:2512115v10:4436W:07/12/05--12:47 p]] EXHIBIT E NOTE [Date] The Bank _________________, a __________ corporation (the “Borrower”), promises to pay to the order of ____________________________________ (the “Lender”) on the Availability Termination Date __________ DOLLARS ($_____) or, if less, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A., in New York MellonYork, New York, as Custodian Agent, together with accrued but unpaid interest thereon. The Borrower shall pay interest on the unpaid principal amount hereof at the rates and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxxon the dates set forth in the Agreement. The Lender shall, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email and is hereby authorized to: XXXX@xxxxxxxxx.xxx Ladies , record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and Gentlemen: Reference amount of each Revolving 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 Master Loan and Security benefits of, the Five-Year Revolving Credit Agreement dated as of July 13, 2005 (which, as it may be amended or supplemented modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, the lenders party thereto, including the Lender, and JPMorgan Chase Bank, N.A., as Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. _________________________ By: _________________________________ Print Name: ___________________________ Title: ________________________________ SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF ______________________, DATED _____________, Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance [[NYCORP:2512115v10:4436W:07/12/05--12:47 p]] EXHIBIT F FORM OF DESIGNATION AGREEMENT Dated ____________, 20__ Reference is made to the Five-Year Revolving Credit Agreement dated as of July 13, 2005 (as amended or otherwise modified from time to time, the “MLSACredit Agreement”) among Ameren Corporation, a Missouri corporation (the “Company”), by and among TALF II LLCits subsidiaries Union Electric Company, a Missouri corporation, Central Illinois Public Service Company, an Illinois corporation, Central Illinois Light Company, an Illinois corporation, Ameren Energy Generating Company, an Illinois corporation and Illinois Power Company, an Illinois corporation (the Company and such subsidiaries each, a “Borrower and collectively, the “Borrowers”), the lenders from time to time party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., (having its principal office in New York, NY), as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party theretoAgent. Terms defined in the MLSA and not otherwise defined herein Credit Agreement are used herein with the same meaningsas therein defined. The Borrower identified on the signature page hereto _________ (the “Subject BorrowerDesignating Lender”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above ____________ (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Designated Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], Borrowers agree as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notfollows:

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, by and construed in accordance with, with the law internal laws of the State of New York. APPENDIX 4: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE EXHIBIT D Forms of Opinions of Counsel for the Borrower [Date] The Bank To the Administrative Agent and each of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attentionthe Lenders party to the Credit Agreement referred to below Re: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx $200,000,000 Revolving Credit Agreement Ladies and Gentlemen: Reference is made We have acted as special counsel to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto PPL Electric Utilities Corporation (the “Subject Borrower”), acting though [name in connection with the $200,000,000 Revolving Credit Agreement, dated as of TALF Agent]December 31, 2010, among the Borrower, Xxxxx Fargo Bank, National Association, as its duly authorized agentAdministrative Agent, hereby notifies you of its election Issuing Lender and Swingline Lender, and the Lenders party thereto from time to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above time (the “Subject CollateralAgreement”) ). Capitalized terms used but not defined herein have the meanings assigned to such terms in full satisfaction the Agreement. We have reviewed the Agreement[, the Notes of the Obligations secured thereby Borrower executed and delivered by the Borrower on the date hereof (the “Subject ObligationsNotes”),] and the other documents executed and delivered by the Borrower in connection with the Agreement. Upon As to various questions of fact relevant to the effectiveness opinions set forth below, we have relied, with your consent, upon certificates of this Collateral Surrender in accordance with Section 13.3 public officials and officers or other employees of the MLSABorrower and its affiliates, representations and agreements of the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents Agreement and warrants to Lender thatthe other transaction documents, as and other oral and written assurances by officers or other employees of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending AgreementBorrower and its affiliates. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation We have assumed that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had instruments referred to in this opinion have been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered by all parties. In addition, we have examined such other documents and satisfied ourselves as to such other matters as we have deemed appropriate in order to render this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice opinion. Based on the Subject Borrower’s behalf. Very truly yoursforegoing, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made subject to the Master Loan and Security Agreement (as it may be amended or supplemented from time to timequalifications hereafter mentioned, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein we are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notopinion 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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State The Commonwealth of New YorkMassachusetts. APPENDIX 4: EXHIBIT G FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonOPINION May 12, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to 2010 To the Master Loan and Security Agreement (as it may be amended or supplemented Lenders from time to timetime party to the Credit Agreement referred to below c/o Bank of America, N.A., as Administrative Agent 0000 Xxxxxx Xxxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Re: Liberty Mutual Agency Corporation I am an attorney on the legal staff of Liberty Mutual Insurance Company and have acted as counsel for Liberty Mutual Agency Corporation (the “MLSABorrower”) in connection with the preparation of the Revolving Credit Agreement (the “Credit Agreement”), by dated as of May 12, 2010, among the Borrower, the Lenders party thereto, and among TALF II LLCBank of America, N.A., as Lender, The Bank of New York Mellon, administrative agent for such Lenders and as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party theretoFronting L/C Issuer Several L/C Agent. Terms defined in the MLSA Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement. In connection with the same meaningslegal opinions hereinafter expressed, I have examined and relied on originals or copies, certified or otherwise identified to my satisfaction, of executed copies of the Credit Agreement and each of the Notes. The In addition, I have examined and relied on originals or copies, certified or otherwise identified to my satisfaction, of such Instruments and certificates of public officials, officers and representatives of the Borrower identified on and such other Persons, and such corporate records of the signature page hereto (the “Subject Borrower”), acting though [name and I have made such investigations of TALF Agent]law, as its duly authorized agentI have deemed appropriate as a basis for the legal opinions expressed below. As to various questions of fact material to this legal opinion, hereby notifies you I have relied with your permission and without independent verification upon the representations made in the Credit Agreement and upon certificates of its election to exercise its Collateral Surrender Right and discussions with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance officers and other representatives of the Collateral Borrower. In rendering the legal opinions hereinafter set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance forth, I have assumed with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title your permission and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of without independent verification (i) the representations authenticity of all documents and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and Instruments submitted to me as copies, (ii) the rights genuineness of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 all signatures (other than those of Persons signing on behalf of the MLSA as if Borrower), (iii) the Subject Obligations had power and authority of the parties to the Credit Agreement (other than the Borrower) to execute, deliver and perform the Credit Agreement, (iv) that the Credit Agreement has been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender by each party thereto (other than the Borrower) and Acceptance Notice is the legal, valid and binding obligation of each party thereto (other than the Borrower), enforceable against each such other party in accordance with its terms, (v) that each such other party is in compliance with all applicable state and federal laws regulating lenders or the conduct of their business, and (yvi) it has been duly authorized that all parties to the transactions contemplated by the Subject Borrower Credit Agreement have acted and will continue to execute act in good faith. As used in this opinion letter, the expressions “to my knowledge,” “to the best of my knowledge” or “of which I have knowledge,” means as to matters of fact that, based on actual knowledge, and deliver after an examination of documents referred herein and after inquiries of certain officers of the Borrower, no facts have been disclosed to me that have caused me to conclude that the opinions expressed are factually incorrect; but beyond that I have made no factual investigation for the purposes of rendering this Collateral Surrender opinion letter. Specifically, but without limitation, (i) I have conducted no independent investigation of the matters set forth in connection therewith (including, without limitation, no search of dockets, records or other matters) and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent (ii) I have not conducted a litigation search or other search or investigation with respect to any pending items of litigation or orders or decrees. Based upon my examination of and reliance upon the Loan foregoing and subject to the limitations, exceptions, qualifications and assumptions set forth below and except as set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLCCredit Agreement and Notes, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank I am of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (opinion that as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notdate hereof:

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE Annex 1 EXHIBIT B [DateForm of Opinion of Counsel to the Borrower] The Bank of New York Mellon, 2005 To the Lenders party to the Credit Agreement referred to Below and JPMorgan Chase, N.A. Bank, as Custodian Administrative Agent Re: $500,000,000 Amended and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Restated Credit Agreement Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to timeI am general counsel of The First American Corporation, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto a California corporation (the “Subject Borrower”), acting though [name and have acted in such capacity in connection with the Amended and Restated Credit Agreement dated as of TALF Agent]November 7, 2005 between the Borrower, the Lenders party thereto and JPMorgan Chase Bank, N.A., as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above Administrative Agent (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject ObligationsCredit Agreement”). Upon Unless otherwise defined herein, capitalized terms shall have the effectiveness meanings given thereto in the Credit Agreement. In rendering the opinions expressed below, I have examined the Credit Agreement, and the originals or conformed copies of this Collateral Surrender in accordance with Section 13.3 such resolutions, corporate records, agreements and instruments of the MLSABorrower and its Subsidiaries, certificates of public officials and of officers of the Borrower and its Subsidiaries, and such other documents and records, and such matters of law, as I have deemed appropriate as a basis for the opinions hereinafter expressed. In such examination and investigation, I have assumed the genuineness of all signatures (other than those of officers of the Borrower), the Subject Borrower acknowledges that all legal capacity of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated herebynatural persons, the Subject Collateral is free authenticity of any Adverse Claim, except all documents submitted as created under originals and the Lending Agreementconformity to original documents of documents submitted as certified or photostatic copies. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation I have also assumed that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Credit Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had has been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject parties thereto other than the Borrower and constitutes a valid, legal and binding obligation of all such other parties. In rendering this opinion, I do not express any opinion concerning any law other than the law of the State of California and the federal law of the United States. Based upon the foregoing and subject to execute the limitations, qualifications, exceptions and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan assumptions set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLCbelow, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness I am of the Loan Prepayment contemplated hereby shall notopinion 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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: CREDIT AGREEMENT EXHIBIT B FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonCOMPLIANCE CERTIFICATE Key Bank, National Association as Custodian and Administrator Administrative Agent 000 Xxxxxxxxx Xxxxxxxx Xxxxxx Xxx XxxxXxxxxx, XX 00000 AttentionAttn: Xxxxxx Xxx Tel.Xx. Xxxxxxx Xxxx RE: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Education Realty Operating Partnership, LP Compliance Certificate for ____________ through __________ Dear Ladies and Gentlemen: Reference This Compliance Certificate is made with reference to the Master Loan that certain Fourth Amended and Security Restated Credit Agreement dated as of January 14, 2013 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time, the “MLSA”"Credit Agreement"), by among Education Realty Operating Partnership, LP and among TALF II LLCcertain of its Subsidiaries (collectively, the "Borrower"), the financial institutions party thereto, as Lenderlenders, The Bank of New York Mellonand KeyBank, N.A., as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party theretoAdministrative Agent. Terms defined All capitalized terms used in the MLSA this Compliance Certificate (including any attachments hereto) and not otherwise defined in this Compliance Certificate shall have the meanings set forth for such terms in the Credit Agreement. All Section references herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect shall refer to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower Credit Agreement. I hereby consents to certify that I am the acceptance Chief Accounting Officer of Education Realty Operating Partnership, LP, and that I make this Certificate on behalf of each Borrower. I further represent and certify on behalf of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as follows as of the date of effectiveness this Compliance Certificate: I have reviewed the terms of the Collateral Surrender contemplated herebyLoan Documents and have made, the Subject Collateral is free of any Adverse Claimor have caused to be made under my supervision, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness a review in reasonable detail of the Collateral Surrender contemplated hereby shall not transactions and consolidated and consolidating financial condition of the Borrower and its Subsidiaries, during the accounting period (xthe "Reporting Period") discharge any Obligation that covered by the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have financial reports delivered simultaneous herewith pursuant to Section 17.0 5.01[(a)][(b)], and that such review has not disclosed the existence during or at the end of such Reporting Period (and that I do not have knowledge of the MLSA existence as at the date hereof) of any condition or event which constitutes a Default or Event of Default. All referenced dollar amounts in this certificate are stated in thousands unless otherwise noted. Attached hereto as Schedule A-1 is a result of a breach list of the representation Real Property that comprises the Unencumbered Pool and warranty set forth the Unencumbered Pool Value, and Schedule A-2 is a list of the Real Property assets that were identified as being in the preceding paragraph (which representation Unencumbered Pool in the last Compliance Certificate and warranty shall survive effectiveness that are no longer qualified to be in the Unencumbered Pool as of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser last day of the Subject Collateral following Reporting Period. Attached hereto as Schedule B-1 is a detailed calculation of Interest Expense for the effectiveness Reporting Period and Schedule B-2 is a detailed calculation of Interest Expense, principal paid and due and payable on Indebtedness, and cash dividends payable on the Parent's preferred stock for the Reporting Period, which amounts aggregated: Schedule B-1 $ Schedule B-2 $ Attached hereto as Schedule C is a detailed calculation of EBITDA for the Reporting Period, which amount was: Schedule C EBITDA $ As of the Collateral Surrender contemplated hereby of (i) the representations and warranties last day of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notReporting Period:

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: 5 Describe Credit Agreement at option of Administrative Agent. EXHIBIT H FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE OF COMMITMENT INCREASE [Date] The Bank of New York MellonComerica Bank, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxxxx, XX Xxxxx 000 Xxxxxxx, Xxxxx 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made The undersigned, Hercules Offshore, LLC (“Hercules”), refers to the Master Loan and Security Credit Agreement dated as of June 29, 2005 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms with terms defined in the MLSA Credit Agreement and not otherwise defined herein are being used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent]as therein defined) among Hercules, as its duly authorized agentBorrower, and Comerica Bank, as Administrative Agent, and the Lenders party thereto. Hercules hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSAyou, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 2.10 of the MLSA or as a result of a breach Credit Agreement, that Hercules hereby requests that the aggregate amount of the representation Revolving Commitments under the Credit Agreement be increased and warranty set the Revolving CI Lenders and/or certain existing Revolving Lenders agree to provide Revolving Commitments under the Credit Agreement, and in that connection sets forth in below the preceding paragraph (which representation and warranty shall survive effectiveness information relating to such proposed Revolving Commitment Increase as required by Section 2.10(b) of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notCredit 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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery Acceptance and adoption of an executed signature page to the terms of this Assignment and Assumption by email the Assignee and the Assignor by Electronic Signature or facsimile transmission delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE OPINION OF CADWALADER, WXXXXXXXXX & TXXX LLP [DateATTACHED] The Bank of New York MellonSeptember 19, 2013 JPMorgan Chase Bank, N.A., as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx XxxxAdministrative Agent 10 Xxxxx Xxxxxxxx Xxxxxx, XX Xxxxx 0 Xxxxxxx, Xxxxxxxx 00000 AttentionEach of the Lenders Listed On Schedule A hereto (collectively, the “Secured Parties”) Re: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx AngioDynamics Credit Agreement Ladies and Gentlemen: Reference is made We have acted as special New York counsel to AngioDynamics, Inc., a Delaware corporation (the Master Loan “Company”) and Security Agreement Navilyst Medical, Inc., a Delaware corporation (as it may be amended or supplemented from time to time“Navilyst Medical” and together with the Company, the “MLSAObligors” and individually, an “Obligor”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein connection with the same meanings. The Borrower identified on the signature page hereto Credit Agreement (the “Subject BorrowerCredit Agreement”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, dated as of the date of effectiveness hereof, among the Company, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) and the other lenders party thereto. This letter is being delivered at the request of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have Company pursuant to Section 17.0 4.01(b) of the MLSA Credit Agreement. Capitalized terms used but not defined herein have the respective meanings given them in the Credit Agreement. In rendering the opinions set forth below, we have examined and relied (as to matters of fact) upon the originals, copies or specimens, certified or otherwise identified to our satisfaction, of the Transaction Documents (as defined below) and such certificates, corporate and public records, agreements and instruments and other documents, including, among other things, the documents delivered on the date hereof, as we have deemed appropriate as a result basis for the opinions expressed below. In such examination we have assumed the genuineness of a breach all signatures, the authenticity of all documents, agreements and instruments submitted to us as originals, the conformity to original documents, agreements and instruments of all documents, agreements and instruments submitted to us as copies or specimens, the authenticity of the representation originals of such documents, agreements and warranty instruments submitted to us as copies or specimens, the accuracy (as to matters of fact) of the matters set forth in the preceding paragraph (which representation documents, agreements and warranty shall survive effectiveness of instruments we reviewed, and that such documents, agreements and instruments evidence the Collateral Surrender contemplated hereby). The Subject Borrower entire understanding between the parties thereto and the Applicable TALF Agent party hereto each hereby consent have not been amended, modified or supplemented in any manner material to the assignment by Lender opinions expressed herein. As to any purchaser matters of fact relevant to the Subject Collateral following opinions expressed herein, we have relied upon, and assumed the effectiveness of the Collateral Surrender contemplated hereby of (i) accuracy of, the representations and warranties contained in the Transaction Documents and we have relied upon certificates and oral or written statements and other information obtained from the Obligors, the other parties to the transaction referenced herein, and public officials. Except as expressly set forth herein, we have not undertaken any independent investigation (including, without limitation, conducting any review, search or investigation of any public files, records or dockets) to determine the existence or absence of the Subject Borrower facts that are material to our opinions, and no inference as to our knowledge concerning such facts should be drawn from our reliance on the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 representations of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], Obligors in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein connection with the same meaningspreparation and delivery of this letter. The Borrower identified on the signature page hereto (the “Subject Borrower”)In particular, acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notwe have examined and relied upon:

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkYork without regard to conflicts of law principles that would require the application of laws of another jurisdiction. APPENDIX 4: Form of Assignment and Assumption EXHIBIT F FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [SUBSIDIARY GUARANTY Filed as Exhibit 10.2 to the Current Report on Form 8-K of MasTec, Inc., filed with the SEC on August 24, 2011 and incorporated by reference herein. Form of Subsidiary Guaranty EXHIBIT G FORM OF SECURITY AGREEMENT Filed as Exhibit 10.3 to the Current Report on Form 8-K of MasTec, Inc., filed with the SEC on August 24, 2011 and incorporated by reference herein. Form of Security Guaranty EXHIBIT H FORM OF PLEDGE AGREEMENT Filed as Exhibit 10.4 to the Current Report on Form 8-K of MasTec, Inc., filed with the SEC on August 24, 2011 and incorporated by reference herein. Form of Pledge Agreement EXHIBIT I FORM OF REMAINING LIQUIDITY CERTIFICATE Remaining Liquidity Certificate Date] The : __________, _____ To: Bank of New York MellonAmerica, N.A., as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Administrative Agent Ladies and Gentlemen: Reference is made to the Master Loan that certain Third Amended and Security Agreement Restated Credit Agreement, dated as of August 22, 2011 (as it may be amended amended, restated, extended, supplemented or supplemented otherwise modified in writing from time to time, the “MLSAAgreement;” the terms defined therein being used herein as therein defined), among MasTec, Inc., a Florida corporation (the “Company”), by the Designated Borrowers party thereto, the Lenders from time to time party thereto, and among TALF II LLCBank of America, N.A., as LenderAdministrative Agent, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, L/C Issuer and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Swing Line Lender. The Subject Borrower represents and warrants to Lender that, undersigned Responsible Officer hereby certifies as of the date of effectiveness hereof that he/she is the of the Collateral Surrender contemplated herebyCompany, the Subject Collateral and that, as such, he/she is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice Certificate to the Administrative Agent on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in behalf of the Company and its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianSubsidiaries, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notthat:

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4B-1 WEIL:\96721283\5\71620.0130 EXHIBIT B [FORM OF] NOTICE OF BORROWING Xxxxxxx Xxxxx Bank USA, as Administrative Agent for the Lenders party to the Credit Agreement referred to below c/o Goldman, Sachs & Co. 00 Xxxxxx Xxxxxx, 36th Floor Jersey City, NJ 07302 Attention: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE SBD Operations Email: xx-xxxxxxxxx-xxxxxxxxxxxxxxx@xx.xxxxx.xx.xxx; xxx.xxxx@xx.xxx [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made The undersigned, Xxxxx & McLennan Companies, Inc., a Delaware corporation (the “Borrower”), refers to the Master 364-Day Bridge Loan and Security Agreement Agreement, dated as of September 18, 2018 (as it may be amended, restated, amended and restated, extended refinanced, replaced supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”; capitalized terms defined therein being used herein as therein defined), by among the Borrower, certain Lenders from time to time party thereto and among TALF II LLCXxxxxxx Xxxxx Bank USA, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianAdministrative Agent for such Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.2(a) of the TALF Agents party thereto. Terms defined Credit Agreement that the Borrower hereby requests a Borrowing under the Credit Agreement, and in connection therewith, sets forth below the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto information relating to such Borrowing (the “Subject BorrowerProposed Borrowing”), acting though [name of TALF Agent], ) as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’srequired by Section 2.2(a) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Credit Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not:

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York____________________ [confirm that choice of law provision parallels the Credit Agreement]. APPENDIX 4: Form of Assignment and Assumption EXHIBIT D-2 FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank ADMINISTRATIVE QUESTIONNAIRE Attached. Exhibit D-2 - 1 Form of New York MellonAdministrative Questionnaire Exhibit D-2 - 2 Form of Administrative Questionnaire Exhibit D-2 - 3 Form of Administrative Questionnaire Exhibit D-2 - 4 Form of Administrative Questionnaire Exhibit D-2 - 5 Form of Administrative Questionnaire Exhibit D-2 - 6 Form of Administrative Questionnaire Form of Administrative Questionnaire EXHIBIT E FORM OF GUARANTY Dated as of September 30, 2015 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 PULTEGROUP, INC., a Michigan corporation (“Borrower”), by BANK OF AMERICA, N.A., in its capacity as Administrative Agent under the Term Loan Agreement referenced herein (in such capacity and together with its successors and assigns as permitted under the Credit Agreement, “Administrative Agent”) and Lenders, as Custodian such term is defined in that certain Term Loan Agreement dated as of September 30, 2015 among Borrower, Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, and Administrator 000 Xxxxxxxxx Xxxxxx Xxx XxxxXXXXXXX LYNCH, XX 00000 Attention: Xxxxxx Xxx TelPIERCE, XXXXXX & XXXXX INCORPORATED, X.X. XXXXXX SECURITIES LLC, SUNTRUST XXXXXXXX XXXXXXXX, INC. and CITIGROUP GLOBAL MARKETS INC.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies , as Joint Lead Arrangers and Gentlemen: Reference is made to the Master Loan and Security Agreement Joint Bookrunners (as it the same may be amended amended, restated, supplemented or supplemented otherwise modified from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA Credit Agreement;” capitalized terms used herein and not otherwise defined herein are used herein with shall have the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty meanings set forth in the preceding paragraph Credit Agreement), the undersigned Subsidiaries of Borrower (which representation each a “Guarantor” and warranty shall survive effectiveness collectively, “Guarantors”) hereby jointly and severally furnish their guaranty of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Guaranteed Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, hereinafter defined) as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notfollows:

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 by one or more parties on in any number of separate counterparts (and by different parties hereto on different counterparts), and each of which shall constitute an original, but all of said counterparts which when taken together shall be deemed to constitute one and the same instrumenta single contract. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email facsimile or facsimile transmission other electronic imaging 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 LenderAssumption. This Assignment and Assumption shall be governed byTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, and construed in accordance with, the law of the State of New YorkBUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. APPENDIX 4: EXHIBIT B [FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [DateOF] The BORROWING REQUEST Xxxxxxx Xxxxx Bank of New York MellonUSA, as Custodian and Administrator Administrative Agent c/o Goldman, Sachs & Co. 00 Xxxxxx Xxxxxx, 36th Floor Jersey City, New Jersey 07302 Attention: SBD Operations Email: xxx.xxxx@xx.xxx with a copy to: Xxxxxxx Sachs Bank USA 000 Xxxxxxxxx Xxxx Xxxxxx Xxx Xxxx, XX 00000 Xxx Xxxx 00000-0000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Xxxxxxxx [Date] Ladies and Gentlemen: Reference is made to the Master Loan and Security Term Credit Agreement dated as August 21, 2015 (as it may be amended amended, restated, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by among Ascena Retail Group, Inc., a Delaware corporation (the “Parent Borrower”), AnnTaylor Retail, Inc., a Florida corporation (the “Subsidiary Borrower”, and among TALF II LLCtogether with the Parent Borrower, the “Borrowers”), the Lenders party thereto and Xxxxxxx Sachs Bank USA, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party theretoAdministrative Agent. Terms defined in the MLSA and Capitalized terms used but not otherwise defined herein are used herein with shall have the same meaningsmeanings specified in the Credit Agreement. The This notice constitutes a Borrowing Request and the [Parent Borrower identified on hereby gives]1[Borrowers hereby give] you notice, pursuant to Section 2.03 of the signature page hereto (Credit Agreement, that [it requests][they request] a Borrowing under the “Subject Borrower”)Credit Agreement, acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right and in connection therewith specify the following information with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notBorrowing:

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: EXHIBIT D - FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] OPINION OF COUNSEL FOR THE BORROWER (IN-HOUSE) June 10, 2010 To each of the Lenders parties to the Credit Agreement dated as of June 10, 2010 among The Travelers Companies, Inc., said Lenders and Bank of New York MellonAmerica N.A., as Custodian Agent for said Lenders, and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxxto Bank of America N.A., XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx as Agent The Travelers Companies, Inc. Ladies and Gentlemen: Reference This opinion is made furnished to you pursuant to Article III of the Master Loan and Security Agreement Three-Year Credit Agreement, dated as of June 10, 2010 (as it may be amended or supplemented from time to time, the “MLSACredit Agreement”), by among The Travelers Companies, Inc. (the “Borrower”), the Lenders parties thereto, Banc of America Securities LLC, Citigroup Global Markets Inc., X.X. Xxxxxx Securities Inc. and among TALF II Xxxxx Fargo Securities, LLC, as Lenderjoint lead arrangers, The and Bank of New York MellonAmerica, N.A., as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party theretoadministrative agent for said Lenders. Terms defined in the MLSA and not otherwise defined herein Credit Agreement are used herein with as therein defined. I am an attorney licensed to practice law in the same meanings. The Borrower identified on State of Minnesota, and I am also the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance Deputy Corporate Secretary of the Collateral set forth above (the “Subject Collateral”) in full satisfaction Borrower. I am aware of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 negotiation, execution and delivery of the MLSACredit Agreement. In that connection, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as I have examined or caused members of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made legal department to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notexamine:

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE Assignment and Assumption EXHIBIT C [DateForm of Subsidiary Borrower Designation] The Bank of New York MellonSUBSIDIARY BORROWER DESIGNATION , 20 To JPMorgan Chase Bank, N.A., as Custodian and Administrator Administrative Agent 000 Xxxxxxxxx Xxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 Attention: Xxxxxx Xxx Tel.Re: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Subsidiary Borrower Designation Ladies and Gentlemen: Reference is made to the Master Loan and Security 364-Day Credit Agreement (as it may be amended or supplemented from time to time, the “MLSACredit Agreement”) dated as of April 2, 2008 among NYSE Euronext (the “Company”), by the Subsidiary Borrowers party thereto, the Lenders party thereto and among TALF II LLCJPMorgan Chase Bank, N.A., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and Administrative Agent (the TALF Agents party thereto“Administrative Agent”). Terms Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the MLSA and not otherwise defined herein are used herein with the same meaningsCredit Agreement. The Borrower identified on the signature page hereto Company hereby designates [ ] (the “Subject BorrowerSubsidiary”), acting though a Subsidiary of the Company and a [name corporation] duly organized under the laws of TALF Agent[ ], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # a Subsidiary Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 2.19(a) of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest Credit Agreement until such designation is terminated in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to accordance with Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby2.19(c). The Subject Subsidiary hereby accepts the above designation and hereby expressly and unconditionally accepts the obligations of a Subsidiary Borrower and under the Applicable TALF Agent party hereto each hereby consent Credit Agreement, adheres to the assignment Credit Agreement and agrees and confirms that, upon your execution and return to the Company of the enclosed copy of this Subsidiary Borrower Designation, it shall be a Subsidiary Borrower for purposes of the Credit Agreement and agrees to be bound by Lender and perform and comply with the terms and provisions of the Credit Agreement applicable to any purchaser it as if it had originally executed the Credit Agreement as a Subsidiary Borrower. The Company hereby confirms and agrees that after giving effect to this Subsidiary Borrower Designation the Guarantee of the Company contained in Section 12 of the Credit Agreement shall apply to all of the obligations of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent Subsidiary under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx TelCredit Agreement.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 418 The Administrative Agent should consider whether this method conforms to its systems. In some circumstances, the following alternative language may be appropriate: “From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.” XXXXXXX X-0 FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE BORROWING REQUEST BORROWING REQUEST [Date] The Bank of New York MellonJPMorgan Chase Bank, N.A. as Custodian agent for the Lenders referred to below Loan and Administrator 000 Xxxxxxxxx Xxxxxx Xxx XxxxAgency Services Group 0000 Xxxxxx, XX 00000 10th Floor Houston, TX 77002 Attention: Xxxxxx Xxx Tel.Xxxx Facsimile: (000) -000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made The undersigned, Oncor Electric Delivery Company LLC (the “Borrower”), refers to the Master Loan Amended and Security Agreement Restated Revolving Credit Agreement, dated as of October 11, 2011 (as it may hereafter be amended amended, modified, extended or supplemented restated from time to time, the “MLSAAgreement”), by and among TALF II LLCthe Borrower, the lenders party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, agent for the Lenders and the TALF Agents party Fronting Banks and the Swingline Lender parties thereto. Terms defined in the MLSA Capitalized terms used herein and not otherwise defined herein are used herein with shall have the same meaningsmeanings assigned to such terms in the Agreement. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies gives you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have notice pursuant to Section 17.0 2.03(a) of the MLSA or as Agreement that it requests a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent Borrowing under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianAgreement, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set that connection sets forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notterms 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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, by and construed in accordance with, with the law internal laws of the State of New York. APPENDIX 4: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE EXHIBIT D Forms of Opinions of Counsel for the Borrower [Date] The Bank To the Administrative Agent and each of New York Mellonthe Lenders party to the Revolving Credit Agreement referred to below Re: PPL Energy Supply, as Custodian Corporation $300,000,000 Amended and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Restated Revolving Credit Agreement Ladies and Gentlemen: Reference is made We have acted as special counsel to PPL Energy Supply, LLC, a Delaware limited liability company (the Master Loan “Company”), in connection with the negotiation, execution and Security delivery of the $3,000,000,000 Amended and Restated Revolving Credit Agreement (dated as it may be amended or supplemented of November 6, 2012, among the Company, Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and the other Lenders from time to timetime party thereto (such Revolving Credit Agreement as so amended, the “MLSAAgreement”). This letter is being delivered to you at the request of the Company pursuant to Section 4.01(e) of the Agreement. In preparing this letter, by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodianwe have reviewed the Agreement[, and the TALF Agents party thereto. Terms defined in Notes of the MLSA Company executed and not otherwise defined herein are used herein with delivered by the same meanings. The Borrower identified Company on the signature page hereto date hereof (the “Subject BorrowerNotes”),] and the other documents executed and delivered by the Company in connection with the Agreement. In addition, acting though [name we have reviewed the Certificate of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance Formation of the Collateral set forth above (Company filed with the “Subject Collateral”) in full satisfaction office of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness Secretary of this Collateral Surrender in accordance with Section 13.3 State of the MLSAState of Delaware on November 14, 2000, the Subject Borrower acknowledges that all Company’s limited liability company agreement dated March 20, 2001 and certified by an Assistant Secretary of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, Company as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodianhereof, and the TALF Agents party theretorecords of the Company’s proceedings relating to the authorization of the Agreement. Terms defined in Subject to the MLSA assumptions, qualifications and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as other limitations set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrowerbelow, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notit is our 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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 45: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx Xxxxxx, XX 00000 Attention4E New York, NY 10286 Att: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLCFederal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLCFederal Reserve Bank of New York, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000NY 10045-0000 Email0001 Att: xxxxxx@xx.xxx.xxx And by email toTALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx.Xxxxxx@xx.xxx.xxx TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx Xxxxxx, XX 00000 Attention4E New York, NY 10286 Att: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 56: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx Xxxxxx, XX 00000 Attention4E New York, NY 10286 Att: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLCFederal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: EXHIBIT E-1 FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The OPINION OF XXXX XXXXX LLP November , 2002 To Bank of New York MellonAmerica, N.A., as Custodian Administrative Agent, and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx the Lenders and the other Agents Parties to the Credit Agreement Referred to Below Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined We have participated in the MLSA and not otherwise defined herein are used herein with preparation of the same meanings. The Borrower identified on the signature page hereto 364-Day Credit Agreement (the “Subject Credit Agreement”) dated as of November 1, 2002 among Equitable Resources, Inc., a Pennsylvania corporation (the “Borrower”), acting though [name the Lenders named therein, Bank of TALF Agent]America, N.A., as its duly authorized agentAdministrative Agent, hereby notifies you JPMorgan Chase Bank and Bank One, NA, as Co-Syndication Agents, and the other agents named therein, and have acted as special counsel for the Borrower for the purpose of its election rendering this opinion pursuant to exercise its Collateral Surrender Right Section 4.01(a)(v) of the Credit Agreement. Capitalized terms used herein which are defined in the Credit Agreement are used herein as therein defined. We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of law as we have deemed necessary or advisable for purposes of this opinion. We have assumed, with respect to all documents which we have examined: the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents genuineness of all signatures thereon, the authenticity of all documents submitted to us as originals, the conformity to the acceptance originals of all documents submitted to us as copies, and the authenticity of the Collateral set forth above (the “Subject Collateral”) in full satisfaction originals of the Obligations secured thereby (the “Subject Obligations”)such copies. Upon the effectiveness of In rendering this Collateral Surrender in accordance opinion we have assumed with Section 13.3 of the MLSA, the Subject Borrower acknowledges your permission that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations Credit Agreement has been duly authorized, executed and warranties of the Subject Borrower delivered by Administrative Agent and the Applicable TALF Agent under the Lending Agreement and each Lender, (ii) the rights of recourse against Borrower has been duly incorporated and is validly existing as a corporation under the Subject Borrower and the Applicable TALF Agent under Section 17.0 laws of the MLSA as if Commonwealth of Pennsylvania, (iii) the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it Borrower has duly authorized, executed and delivered this Collateral Surrender the Credit Agreement and Acceptance Notice the Notes, and (yiv) it has been duly authorized the execution and delivery by the Subject Borrower to execute of the Credit Agreement and deliver this Collateral Surrender and Acceptance notice the Notes require no consent or approval by any governmental body, agency or official or any filing with the public utility commissions of Kentucky, Pennsylvania, or West Virginia. We understand you have relied on the Subject opinion of the Borrower’s behalfDeputy General Counsel of even date herewith with respect to these issues regarding the Borrower. Upon the basis of the foregoing, we are of the opinion that the Credit Agreement constitutes a legal, valid and binding agreement of the Borrower and each Note constitutes a legal, valid and binding obligation of the Borrower, in each case enforceable in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, receivership, moratorium or similar laws relating to or affecting creditors’ rights generally and by general principles of equity, whether enforcement is sought in a proceeding in equity or at law. The enforceability of the respective obligations of the parties to the Credit Agreement and the Note, and the availability of certain rights and remedies provided for therein, may be limited by applicable state and federal laws and judicial decisions, but the remedies provided for in the Credit Agreement are adequate for the practical realization of the benefits provided thereby, except for the consequences of any procedural delay which may result therefrom. We express no opinion as to the enforceability of any provisions of the Credit Agreement or any Note providing for the indemnification or exculpation of any Agent or any Lender (A) in violation of public policy, (B) to the extent precluded by federal or state securities laws, or (C) purporting to indemnify or exculpate any Agent or any Lender from the consequences of its own gross negligence, willful misconduct or strict liability. We are members of the Bar of the State of New York and of the Commonwealth of Pennsylvania and the foregoing opinion is limited to the laws of the Commonwealth of Pennsylvania and of the State of New York and the applicable federal laws of the United States of America. In giving the foregoing opinion, we express no opinion as to the effect (if any) of any law of any jurisdiction (except the Commonwealth of Pennsylvania and the State of New York) in which any Lender is located which limits the rate of interest that such Lender may charge or collect. This opinion is rendered solely to you and to Eligible Assignees in connection with the above matter. This opinion may not be relied upon by you or Assignees for any other purpose or relied upon by any other person without our prior written consent. The opinions expressed herein are rendered and speak only as of the date hereof, and we specifically disclaim any responsibility to update such opinions or to advise you of subsequent developments affecting such opinions that hereafter may come to our attention. Very truly yours, [NAME EXHIBIT E-2 FORM OF TALF AGENT]OPINION OF DEPUTY GENERAL COUNSEL OF EQUITABLE RESOURCES, in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLCINC. November , 2002 To Bank of America, N.A., as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian Administrative Agent and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx the Lenders and the other Agents Parties to the Credit Agreement Referred to Below Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not:

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] D-8 Form of Assignment and Assumption Agreement EXHIBIT E OPINIONS See attached.. December 22, 2010 The Lenders Parties to the Credit Agreement (as defined below) In care of Bank of New York MellonAmerica, N.A., as Custodian and Administrator Administrative Agent 000 Xxxxxxxxx Xxxxxx Xxx XxxxX. Xxxxx Street Mail Code: NC1-001-04-39 Xxxxxxxxx, XX Xxxxx Xxxxxxxx 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made As General Counsel to the Master Loan and Security Agreement St. Jude Medical, Inc., a Minnesota corporation (as it may be amended or supplemented from time to time, the “MLSACompany”), I am familiar with the affairs of the Company as they relate to the Multi-Year $1,500,000,000 Credit Agreement of even date herewith (the “Credit Agreement”) by and among TALF II LLCthe Company, Bank of America, N.A., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto administrative agent (the “Subject BorrowerAgent”) and the lenders party thereto (the “Lenders”). This opinion is being furnished to you at the request of the Company pursuant to Section 4.01(a)(v) of the Credit Agreement. All capitalized terms used but not defined herein have the respective meanings given to such terms in the Credit Agreement. In connection with this opinion, acting though [name I or attorneys on my staff have examined and relied on originals or copies (certified or otherwise identified to our satisfaction) of TALF Agent]all such documents, records, financial statements and papers of the Company, and certificates or comparable documents of public officials and officers, have consulted with such representatives of the Company and have made such investigations of fact and law as were deemed relevant or necessary as the basis for the opinions hereinafter expressed, and have examined executed original copies of the Credit Agreement. I have not independently examined the records of any court or public office in any jurisdiction, and my opinion is subject to matters that examination of such records would reveal. My opinions expressed below as to certain factual matters are qualified as being limited “to the best of my knowledge” or by other words to the same or similar effect. Such words, as its duly authorized agentused herein, hereby notifies you mean that no contrary information came to my attention in connection with my representation of its election the Company. In rendering such opinions, I have not conducted any independent investigation of the Company. Finally, no inference as to exercise its Collateral Surrender Right my knowledge with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to factual matters upon which I have so qualified my opinions should be drawn from the acceptance fact of my representation of the Collateral set forth above (Company. In rendering the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSAopinions expressed below, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may I have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notassumed without verification:

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: Form of Assignment and Assumption EXHIBIT F FORM OF COLLATERAL SURRENDER DESIGNATED BORROWER REQUEST AND ACCEPTANCE NOTICE [ASSUMPTION AGREEMENT Date] The : ___________, _____ To: Bank of New York MellonAmerica, N.A., as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Administrative Agent Ladies and Gentlemen: Reference This Designated Borrower Request and Assumption Agreement is made and delivered pursuant to the Master Loan Section 2.14 of that certain Amended and Security Agreement Restated Credit Agreement, dated as of November 30, 2018 (as it may be amended amended, restated, extended, supplemented or supplemented otherwise modified in writing from time to time, the “MLSACredit Agreement”), by among Fortive Corporation, a Delaware corporation (the “Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and among TALF II LLCBank of America, N.A., as Administrative Agent and Swing Line Lender, The Bank and reference is made thereto for full particulars of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, the matters described therein. All capitalized terms used in this Designated Borrower Request and the TALF Agents party thereto. Terms defined in the MLSA Assumption Agreement and not otherwise defined herein are used herein with shall have the same meaningsmeanings assigned to them in the Credit Agreement. The Borrower identified on the signature page hereto Each of (the “Subject Designated Borrower”)) and the Company hereby confirms, acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as the Administrative Agent and the Lenders that the Designated Borrower is a Subsidiary of the date of effectiveness Company. The documents required to be delivered to the Administrative Agent under Section 2.14 of the Collateral Surrender contemplated hereby, Credit Agreement will be furnished to the Subject Collateral is free Administrative Agent in accordance with the requirements of any Adverse Claim, except as created under the Lending Credit Agreement. The Subject parties hereto hereby confirm that with effect from the date hereof, the Designated Borrower hereby acknowledges shall have obligations, duties and agrees that effectiveness liabilities toward each of the Collateral Surrender contemplated other parties to the Credit Agreement identical to those which the Designated Borrower would have had if the Designated Borrower had been an original party to the Credit Agreement as a Borrower. The Designated Borrower confirms its acceptance of, and consents to, all representations and warranties, covenants, and other terms and provisions of the Credit Agreement. The parties hereto hereby shall not (x) discharge any Obligation request that the Subject Designated Borrower may be entitled to receive Revolving Credit Loans and request Bid Loans under the Credit Agreement, and understand, acknowledge and agree that neither the Designated Borrower nor the Company on its behalf shall have any right to Lender pursuant request any Committed Loans for its account unless and until the date one Business Day after the effective date designated by the Administrative Agent in a Designated Borrower Notice delivered to the MLSA other than Company and the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have Lenders pursuant to Section 17.0 2.14 of the MLSA or as Credit Agreement. This Designated Borrower Request and Assumption Agreement shall constitute a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent Loan Document under the Lending Agreement Credit Agreement. THIS DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. Form of Designated Borrower Request and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notAssumption 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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email facsimile or facsimile transmission any other electronic format 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 LenderAssumption. This Assignment and Assumption and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank SCHEDULE I LEGAL NAMES Pursuant to Section 4.1 of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (Agreement, each FS/KKR Party’s exact legal name is as it may be amended or supplemented from time to timefollows: Borrower: Ambler Funding LLC, a Delaware limited liability company Transferor: FS KKR Capital Corp., a Maryland corporation SCHEDULE II LOAN LIST TO BE DELIVERED IN CONNECTION WITH EACH BORROWING BASE CERTIFICATE SCHEDULE III [reserved] SCHEDULE IV AGREED-UPON PROCEDURES In accordance with Section 5.1(t)(vi) of the Loan and Security Agreement, the “MLSA”), Borrower or Collateral Manager will cause a firm of nationally recognized independent public accountants (or any other party identified by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Administrative Agent], as its duly authorized agent, hereby notifies you of its election ) to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender furnish in accordance with Section 13.3 attestation standards established by the American Institute of Certified Public Accountants a report to the effect that such accountants (or such other party) have either verified, compared, or recalculated the following information contained in the applicable Borrowing Base Certificates to the applicable system or records of the MLSA, Borrower or the Subject Borrower acknowledges that all Collateral Manager and the financial statements of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender thatunderlying Obligors, as applicable: · Borrowing Base · Availability · Minimum Credit Enhancement Amount · Total Interest Coverage Ratio · Loan List o Loan Type o Outstanding Balance o Purchase Price o Loan maturity date o Interest Rate: § fixed/floating § index (if applicable) § spread or coupon § PIK (if applicable) o S&P Industry Classification o Eligible principal amount o Assigned Value o Trailing twelve-month EBITDA for the current test period o Original trailing twelve-month EBITDA o Obligor Net Senior Leverage Ratio (recalculated based on the Obligor financial statements and or other information from the applicable systems or records of the date of effectiveness Borrower or Collateral Manager for such period) o Original Obligor Net Senior Leverage Ratio (recalculated based on the Obligor financial statements and or other information from the applicable systems or records of the Borrower or Collateral Surrender contemplated hereby, Manager for such period) o Obligor Net Total Leverage Ratio (recalculated based on the Subject Collateral is free of any Adverse Claim, except as created under Obligor financial statements and or other information from the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness applicable systems or records of the Borrower or Collateral Surrender contemplated hereby shall not Manager for such period) o Original Obligor Net Total Leverage Ratio (x) discharge any Obligation that recalculated based on the Subject Borrower may have to Lender pursuant to Obligor financial statements and or other information from the MLSA other than the Subject Obligations applicable systems or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 records of the MLSA Borrower or as a result of a breach Collateral Manager for such period) o Obligor Cash Interest Coverage Ratio (recalculated based on the Obligor financial statements and or other information from the applicable systems or records of the representation Borrower or Collateral Manager for such period) o Original Obligor Cash Interest Coverage Ratio (recalculated based on the Obligor financial statements and warranty set forth in or other information from the preceding paragraph (which representation and warranty shall survive effectiveness applicable systems or records of the Borrower or Collateral Surrender contemplated hereby). The Subject Borrower and Manager for such period) · Recalculation of Excess Concentration Amounts At the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser discretion of the Subject Collateral following Administrative Agent and a firm of nationally recognized independent public accountants (or such other party identified by the effectiveness of the Collateral Surrender contemplated hereby of Administrative Agent), (i) three (3) random Borrowing Base Certificates for each fiscal year beginning in fiscal year 2021, and, (ii) in each case, for the representations ten (10) largest single Obligors in the corresponding Borrowing Base Certificate, compare the cash activity information in the Administrative Agent’s cash log to the corresponding information in the Collateral Custodian’s cash log for the collection period relating to the corresponding Borrowing Base Certificate and warranties noted that the interest and principal payments received during the collection period on the respective top ten Obligors cash activity were in agreement. The report provided by such firm (or such other party) may be in a format such typically utilized for a report of this nature; provided that it will consist of at a minimum (i) a list of deviations from the Subject Borrower and the Applicable TALF Agent under the Lending Agreement applicable Borrowing Base Certificate and (ii) discuss with the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Collateral Manager the reason for such deviations, and set forth the findings in such report. SCHEDULE V S&P INDUSTRY CLASSIFICATIONS Summary report: Litera Compare for Word 11.4.0.111 Document comparison done on 11/1/2023 6:23:59 PM Style name: Dechert Default Intelligent Table Comparison: Active Original DMS: iw://NA_IMANAGE/BUSINESS/30674336/1 Modified DMS: iw://NA_IMANAGE/BUSINESS/30671506/1 Changes: Add 76 Delete 586 Move From 0 Move To 0 Table Insert 0 Table Delete 6 Table moves to 0 Table moves from 0 Embedded Graphics (Visio, ChemDraw, Images etc.) 1 Embedded Excel 0 Format changes 0 Total Changes: 669 2 To be included if Borrower consent is required pursuant to Section 17.0 12.16 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notAgreement.

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkYork and, to the extent applicable, the Bankruptcy Code. APPENDIX 4: FORM OF COLLATERAL SURRENDER Form of Assignment and Assumption EXHIBIT F TO THE AMENDED AND ACCEPTANCE NOTICE RESTATED CREDIT AGREEMENT [DateDA VITA LETTERHEAD] The July 15, 2003 Credit Suisse First Boston as Swing Line Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Administrative Agent Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000Xxxx 00000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made The Book Managers The Documentation Agents The Syndication Agents The Issuing Banks and The Lenders party to the Master Loan Credit Agreement Re: Amended and Security Restated Credit Agreement (dated as it may be amended or supplemented from time to timeof July 15, 2003, among DaVita Inc., the banks, financial institutions and the institutional lenders party thereto as lenders, the banks party thereto as issuing banks, Credit Suisse First Boston (“MLSACSFB”), by as swing line bank and among TALF II administrative agent, CSFB and Banc of America Securities LLC, as Lenderthe joint book running managers and joint lead arranger in respect of the Revolving Credit Facility (as defined in the Credit Agreement) and the Term A Facility (as defined in the Credit Agreement) and CSFB as the sole book running manager and sole lead arranger in respect of the Term B Facility (as defined in the Credit Agreement), The Bank of New York Mellon, as AdministratorYork, The Bank of New York MellonNova Scotia and Wachovia Bank, National Association, as Custodian, documentation agents in respect of the Revolving Credit Facility and the TALF Agents party thereto. Terms defined Term A Facility and Bank of America, N.A. as syndication agent in respect of the MLSA Revolving Credit Facility and not otherwise defined herein are used herein with the same meanings. The Borrower identified on Term A Facility and CSFB, as syndication agent in respect of the signature page hereto Term B Facility (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject CollateralCredit Agreement”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to I am the Master Loan and Security Agreement General Counsel of DaVita, Inc., a Delaware corporation (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies . This opinion is rendered to you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of in compliance with 3.01(a) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notCredit Agreement. Capitalized terms used herein without definition have the same meanings as in the Credit Agreement. In my capacity as such counsel, I have examined originals, or copies identified to my satisfaction as being true copies, of such records, documents or other instruments as in my judgment are necessary or appropriate to enable me to render the opinions expressed below. These records, documents and instruments included the following: Credit Suisse First Boston The Book Managers The Documentation Agents The Syndication Agents The Issuing Banks and The Lenders party to the Credit Agreement July 15, 2003

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: FORM EXHIBIT B OPINION OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonCOUNSEL FOR THE BORROWER July 17, 2009 To the Lenders and the Administrative Agent Referred to Below c/o JPMorgan Chase Bank, N.A., as Custodian and Administrator Administrative Agent 000 Xxxxxxxxx Xxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 AttentionDear Sirs: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement ([I/We] have acted as it may be amended or supplemented from time to timecounsel for NuStar GP Holdings, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto LLC (the “Subject Borrower”), acting though [name in connection with the Credit Agreement dated as of TALF Agent]July 19, 2006, as its duly authorized agentamended by the First Amendment to 3-Year Revolving Credit Agreement dated as of November 30, hereby notifies you 2006 and the Second Amendment to 3-Year Revolving Credit Agreement dated as of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance December 18, 2007, and as amended and restated as of the Collateral set forth above July 17, 2009 (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject ObligationsCredit Agreement”). Upon , among the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSABorrower, the Subject Borrower acknowledges that all of its rightbanks and other financial institutions identified therein as Lenders, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender thatJPMorgan Chase Bank, N.A., as of Administrative Agent, and the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral other Loan Documents identified below. This opinion is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have being furnished to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have you pursuant to Section 17.0 4.01(b) of the MLSA or as a result of a breach 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. In that connection, we have examined executed copies of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower Credit Agreement and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, notes executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as date hereof pursuant to Section 2.08(e) of the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Credit Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan PrepaymentDocuments”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (). In addition, [I, or individuals under my direction,/We] have examined originals or copies, certified or otherwise identified to [my/our] satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as [I/we] have deemed necessary or advisable for purposes of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness this opinion. Upon the basis of the Loan Prepayment contemplated hereby shall notforegoing, [I am/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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: EXHIBIT F FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank LETTER IN LIEU Attn: Division Order Department Re: Letter in Lieu of New York MellonTransfer Order Gentlemen: [ ], as Custodian Mortgagor, has executed the mortgages and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified financing statements described on the signature page Exhibit A attached hereto (the “Subject BorrowerMortgage”) for the benefit of Wachovia Bank, National Association, as administrative agent (“Lender”), acting though [name granting a mortgage on and pledging those certain properties (the “Pledged Properties”) described in the Mortgage to secure certain obligations also described in the Mortgage. Enclosed is a copy of TALF Agent], as its duly authorized agent, hereby notifies the Mortgage covering the Pledged Properties. Exhibit B attached hereto lists the properties which are subject to the Mortgage for which you of its election are accounting to exercise its Collateral Surrender Right Mortgagor and the decimal interest in production heretofore paid to Mortgagor with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents its interest in each given property. Pursuant to the acceptance assignment of production provision in the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSAMortgage, the Subject Borrower acknowledges that Mortgagor transferred and assigned all of its right, title and interest interests in the Subject Collateral shall be transferred Pledged Properties to Lender. The Subject Borrower represents Therefore, Mortgagor hereby authorizes and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees instructs you that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant all future payments attributable to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant Pledged Properties, which would otherwise be paid to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth Mortgagor, should be made to: if by wire transfer: Wachovia Bank, National Association Account No. if by check, check made payable to: until notified in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment writing by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated discontinue such payments. Also, Mortgagor hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed requests that you change your records to such purchaser. The undersigned TALF Agent represents and warrants to reflect that Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made entitled to the Master Loan proceeds of production attributable to the Pledged Properties. In consideration of your acceptance of this Letter-in-Lieu of Transfer Order, Lender and Security Agreement (Mortgagor agree as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notfollows:

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: EXHIBIT D - FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank OPINION OF COUNSEL FOR THE COMPANY November 18, 2022 To each of New York Mellonthe Lenders party to the Amended and Restated Credit Agreement dated as of November 18, 2022 among AT&T Inc., said Xxxxxxx and Citibank, N.A., as Custodian Agent for said Xxxxxxx, and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxxto Citibank, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx N.A., as Agent Ladies and Gentlemen: Reference is made to I am the Master Loan Assistant Vice President – Senior Legal Counsel and Security Agreement Assistant Secretary of AT&T Inc., a Delaware corporation (as it may be amended or supplemented from time to time, the “MLSACompany”). I am providing this opinion to you pursuant to Section 3.01(g)(iv) of the Amended and Restated Credit Agreement, dated as of November 18, 2022 (the “Credit Agreement”), by among the Company, the Lenders party thereto and among TALF II LLCCitibank, N.A., as LenderAgent for said Xxxxxxx. Except as otherwise indicated, The Bank initially capitalized terms used in this opinion without definition shall have the meanings assigned to such terms in the Credit Agreement. In my capacity as Assistant Vice President – Senior Legal Counsel and Assistant Secretary, I have reviewed or been made aware of New York Mellonthe terms of those corporate and other records and documents I considered appropriate, as Administratorincluding the Credit Agreement. As to certain matters of fact, The Bank I have relied upon (i) representations of New York Mellon, as Custodianthe Company set forth in, and the TALF Agents party thereto. Terms defined in the MLSA certificates of public officials and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance certain officers of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSACompany delivered pursuant to, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Credit Agreement and (ii) oral or written statements and representations of individuals upon whom I believe I am justified in relying. As to certain opinions expressed herein, I have relied on the rights opinions of recourse against members of the Subject Borrower AT&T Legal Department upon whom I believe I am justified in relying. I have also examined or caused to be examined such other instruments and have made or directed to be made such other investigations as I have deemed necessary in connection with the opinions set forth below. With respect to my consideration of those questions of law that I have considered relevant for this opinion, I have relied upon the certifications, representations, opinions and conclusions of law of various attorneys in the AT&T legal department with responsibility, in whole or in part, for the areas that are the subject of the opinions set forth herein. I have assumed the genuineness of all signatures, the legal capacity of all natural persons executing agreements, instruments or documents, the completeness and authenticity of all documents submitted to me as originals and the Applicable TALF Agent under Section 17.0 conformity with originals of all documents submitted to me as copies. On the basis of such analysis, my reliance upon the assumptions in this opinion and my consideration of such questions of law that I considered relevant, and subject to the limitations and qualifications in this letter, I am of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notopinion 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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4To: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] JPMorgan Chase Bank, N.A., As Administrative Agent Loan and Services Group, 0xx Xxxxx 000 Xxxxxx Xxxx Xxxxxx, XX0X 0XX Xxxxxx Xxxxxxx and The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Lenders set forth on Schedule A hereto Ladies and Gentlemen: Reference is made We have acted as special New York legal counsel to Xxxx Xxxxx Xxxxxx Corporation, a Delaware corporation (the Master Loan “Corporation”), Acqui Polo C.V., a partnership organized under the laws of the Netherlands (“Acqui”), Xxxx Xxxxx Lauren Kabushiki Kaisha, a corporation organized under the laws of Japan (“PRLKK”), and Security Agreement Xxxx Xxxxx Xxxxxx Asia Pacific Limited, a corporation organized under the laws of Hong Kong (as it may be amended or supplemented from time to time“PRLAPL”), and together with Acqui and PRLKK, the “MLSASubsidiary Borrowers”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, ) and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified entities set forth on the signature page Schedule B hereto (the “Subject BorrowerSubsidiary Guarantors,” and together with the Corporation, the “U.S. Loan Parties”), acting though [name in connection with the Credit Agreement, dated as of TALF Agent]March 10, as its duly authorized agent2011, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject CollateralCredit Agreement”) in full satisfaction of among the Obligations secured thereby Corporation, the Subsidiary Borrowers, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Subject ObligationsAdministrative Agent”). Upon , and the effectiveness Guarantee Agreement, dated as of this Collateral Surrender in accordance with Section 13.3 March 10, 2011 (the “Guarantee Agreement”) executed by each of the MLSASubsidiary Guarantors in favor of the Administrative Agent. This opinion is being delivered to you pursuant to Section 4.01(d) of the Credit Agreement. Capitalized terms used herein without definition shall have the meanings specified in the Credit Agreement. In connection with this opinion, we have examined and relied upon: (i) the Credit Agreement, the Subject Borrower acknowledges Guarantee Agreement and the exhibits and schedules thereto (collectively, the “Transaction Agreements”), (ii) for each U.S. Loan Party that all is a corporation, the Certificate or Articles of its right, title Incorporation and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender thatBylaws, as amended to date, of such U.S. Loan Party, and appropriate records of the date corporate proceedings of effectiveness each such U.S. Loan Party, (iii) for each U.S. Loan Party that is a limited liability company, the Certificate or Articles of Formation and the Limited Liability Company Operating Agreement of such U.S. Loan Party, as amended to date, and appropriate records of the Collateral Surrender contemplated herebycompany proceedings of such U.S. Loan Party, (iv) for each U.S. Loan Party that is a limited partnership, the Subject Collateral is free Certificate of any Adverse ClaimLimited Partnership and the limited partnership agreement of such U.S. Loan Party, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges amended to date, and agrees that effectiveness appropriate records of the Collateral Surrender contemplated hereby shall not partnership proceedings of such U.S. Loan Party, (xv) discharge any Obligation that advice from the Subject Borrower may have to Lender pursuant States of Delaware and New York as to the MLSA incorporation or formation and good standing of each U.S. Loan Party incorporated or formed in such State, (vi) originals or copies certified or otherwise identified to our satisfaction of such records, agreements, instruments and certificates of public officials and of the U.S. Loan Parties and Subsidiary Borrowers as we have deemed necessary and relevant to form the basis for our opinions herein. We have not conducted any independent investigation, examination or inquiry of factual matters in rendering the opinions set forth in this letter other than the Subject Obligations or (y) affect any right document examination described herein, and our opinion is qualified in all respects by the scope of recourse against such document examination. In our examination, we have assumed, and express no opinion as to, the Subject Borrower that Lender may have pursuant genuineness of all signatures, the authenticity and completeness of all documents submitted to Section 17.0 us as originals, the conformity to originals of all documents submitted to us as copies, the authenticity of the MLSA or as a result originals of a breach such latter documents and the legal competence and capacity of all natural persons. We have also assumed that the Transaction Agreements are binding and enforceable obligations of each of the representation parties thereto (other than the U.S. Loan Parties and warranty the Subsidiary Borrowers), and that each such other party and each Subsidiary Borrower has obtained all consents, authorizations (including corporate or partnership authorization, as the case may be, by the Subsidiary Borrowers), permits and governmental approvals required for the consummation and performance of the Transaction Agreements to which it is a party (except as otherwise provided in Paragraph 3 below). As to certain factual matters material to this opinion, we have relied upon representations and warranties of the U.S. Loan Parties and the Subsidiary Borrowers with respect thereto set forth in the preceding paragraph (which representation and warranty shall survive effectiveness Transaction Agreements or in certificates with respect thereto signed by officers of the Collateral Surrender contemplated hereby). The Subject Borrower U.S. Loan Parties and the Applicable TALF Agent party hereto each hereby consent Subsidiary Borrowers, to the assignment extent deemed appropriate by Lender to any purchaser us, and we have made no independent investigation thereof, except as expressly indicated herein. We have assumed the accuracy and completeness of the Subject Collateral following information obtained from public officials and records included in the effectiveness documents referred to above. We have assumed that there was not any fraud, misrepresentation, omission or deceit by any person in connection with the negotiation, execution, delivery and performance of the Collateral Surrender Transaction Agreements or any of the documents contemplated hereby thereby. We have also assumed the absence of any mutual mistake of fact or misunderstanding, duress or undue influence in the negotiation, execution or delivery of the Transaction Agreements. We have further assumed that there are not any agreements or understandings, written or oral, between or among the U.S. Loan Parties, the Subsidiary Borrowers and the other parties to the Transaction Agreements or any waiver of a right or remedy or usage of trade or course of prior dealings among the parties that would define, alter, supplement or qualify the terms of the Transaction Agreements or the Scheduled Agreements (as hereinafter defined) to which any U.S. Loan Party or Subsidiary Borrower is a party. When, in this opinion, we have used the phrases “to our knowledge,” “known to us” or phrases of like import, such phrases refer only to the present actual knowledge (i.e., conscious awareness) of the attorneys who are presently with this firm and who our records indicate have devoted substantive attention to matters related to the Transaction Agreements. In addition, except as expressly set forth in this letter, we have not, in rendering our opinions in Paragraph 2(d) below, reviewed court or other public records, but rather have relied, solely as to the factual existence of any court orders, suits, actions, proceedings, litigation or investigations of the type referenced therein, on (i) certificates of officers of the U.S. Loan Parties and the Subsidiary Borrowers and (ii) the representations and warranties of the Subject Borrower U.S. Loan Parties and the Applicable TALF Agent under Subsidiary Borrowers contained in the Lending Agreement Transaction Agreements. Although, in connection with rendering this opinion, we have made the assumptions set forth above and (ii) below and have relied upon the rights representations, warranties and certificates referenced above, nothing has come to our attention that has caused us to believe that we are not justified in relying on any of recourse against such assumptions or on any of such representations, warranties or certificates. We do not assume any responsibility for the Subject Borrower accuracy, completeness or fairness of any information, including, but not limited to, financial information, furnished to you by or on behalf of the U.S. Loan Parties and/or the Subsidiary Borrowers concerning the business, assets and affairs of the U.S. Loan Parties and/or the Subsidiary Borrowers or any other information furnished to you by or on behalf of the U.S. Loan Parties and/or the Subsidiary Borrowers or furnished by us as special New York counsel to the U.S. Loan Parties and the Applicable TALF Agent under Section 17.0 Subsidiary Borrowers, except for our conclusions of law in this opinion letter. When the statements in this opinion are qualified by the term “material,” those statements involve judgments and opinions as to the materiality or lack of materiality of any matter to the U.S. Loan Parties, the Subsidiary Borrowers or their respective businesses, prospects, assets or financial conditions, which judgments and opinions are entirely those of the MLSA U.S. Loan Parties, the Subsidiary Borrowers and their respective officers, after having been advised by us as if to the Subject Obligations had been owed legal effect and consequences of such matters; however, such opinions and judgments are not known to us to be incorrect. In rendering the opinions herein with respect to matters of good standing and other matters within the knowledge of public officials, we have relied solely upon certificates of recent date of such purchaserofficials. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice Based on the Subject Borrower’s behalf. Very truly yoursforegoing, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made subject to the Master Loan assumptions and Security Agreement (as qualifications hereinafter set forth, it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notis our 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 permitted assigns. This Assignment and Assumption may be executed by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email telecopy or facsimile transmission by sending a scanned copy by electronic mail 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of governing the State of New YorkCredit Agreement. APPENDIX 4: FORM OF COLLATERAL SURRENDER SCHEDULE “A” Lender Assigned Lender’s Commitment Assigned Accommodations Outstanding — $ — $ — SCHEDULE 10 DESIGNATED BORROWER REQUEST AND ACCEPTANCE NOTICE ASSUMPTION AGREEMENT [Date] The Barclays Bank of New York MellonPLC, as Custodian and Administrator Administrative Agent Barclays Bank PLC Bank Debt Management Group 000 Xxxxxxxxx Xxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 Attention: Xxxxxx Xxx Tel.Portfolio Manager, Xxxx Xxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx xxxxxxxx.xxxxxxxx@xxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan that certain amended and Security Agreement restated credit agreement dated as of November 9, 2011 (as it may be amended further amended, supplemented, replaced or supplemented restated from time to time, the “MLSA”)Credit Agreement,” the terms defined therein being used herein as therein defined) among Open Text ULC, by Open Text Inc. Open Text Corporation and among TALF II LLCOpen Text Financing Corporation, as Lenderinitial borrowers and certain Subsidiaries of Open Text Corporation and Lenders party thereto, The Barclays Bank of New York MellonPLC, as Administratorsole administrative agent, The Barclays Bank of New York MellonPLC, as Custodiancollateral agent and documentary credit lender, and Barclays Capital and RBC Capital Markets, as joint lead arrangers and joint bookrunners. Please be advised that, pursuant to Section 2.03(2) of the TALF Agents party thereto. Terms defined in Credit Agreement, Open Text Corporatin hereby designates the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto undersigned Subsidiary, , a (the “Subject Designated Borrower”), acting though [name as a “Designated Borrower” in the capacity as a Revolving Credit Borrower under and for all purposes of TALF Agent]the Credit Agreement. The Designated Borrower, as its duly authorized agentin consideration of the agreement of each applicable Revolving Credit Lender to extend credit to it from time to time under, and on the terms and conditions set forth in, the Credit Agreement under the Revolving Credit Facility does hereby notifies you assume each of its election the obligations imposed upon a Designated Borrower and a Revolving Credit Borrower under the Credit Agreement and agrees to exercise its Collateral Surrender Right with respect to be bound by all of the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject terms and conditions of the Credit Agreement. In furtherance of the foregoing, the Designated Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, the Administrative Agent and each of the applicable Revolving Credit Lenders that each of the representations and warranties set forth in Article 6 of the Credit Agreement are true as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claimhereof, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have for those changes to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties which have been disclosed to and accepted by the Administrative Agent and Lenders pursuant to Section 17.01 and any representation and warranty which is stated to be made as of a certain date (and then as of such date), and that the Subject Borrower and the Applicable TALF Agent proceeds of any Accommodation will only be used for purposes permitted under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx TelCredit Agreement.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: Assignment and Assumption EXHIBIT E-1 FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonOPINION OF MAYER, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx BROWN, XXXX & MAW LLP April 19, 2006 Mayer, Brown, Xxxx & Maw LLP 0000 Xxxxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 Attention: Xxxxxx Xxx Tel.: Main Tel (000) 000-0000 EmailMain Fax (000) 000-0000 xxx.xxxxxxxxxxxxxx.xxx To each initial Lender under and as defined in the Credit Agreement referred to below, and to Bank of America, N.A., as Administrative Agent for such Lenders Re: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Credit Facility Ladies and Gentlemen: Reference is made to We have acted as New York counsel for Pactiv Corporation, a Delaware corporation (the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”"Company"), by in connection with the Credit Agreement dated as of April 19, 2006 (the "Credit Agreement") among the Company, various financial institutions and among TALF II LLCBank of America, N.A., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and Administrative Agent. Capitalized terms used but not defined herein have the TALF Agents party thereto. Terms defined respective meanings given to them in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Credit Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness This opinion letter is being rendered to you at the request of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have our client pursuant to Section 17.0 4.01(a)(v) of the MLSA or as a result of a breach Credit Agreement. We have examined copies, identified to our satisfaction, of the representation Credit Agreement and warranty set forth the Notes executed by the Company on the date hereof in the preceding paragraph (which representation and warranty shall survive effectiveness favor of the Collateral Surrender contemplated herebyinitial Lenders (together, the "Loan Documents"). The Subject Borrower We have not reviewed any other documents except the opinion letter of Xxxxx X. Xxxxxxxx, Xx., Vice President, General Counsel and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser Secretary of the Subject Collateral following Company, delivered to you concurrently herewith (the effectiveness "Company Opinion Letter"). For purposes of this opinion letter, we also have assumed, with your permission and without independent investigation of any kind, the Collateral Surrender contemplated hereby of following: (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had each Loan Document has been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender by each party thereto; (ii) the Credit Agreement is the legal, valid and Acceptance Notice binding obligation of the Administrative Agent and each Lender, enforceable against each such Person in accordance with its terms (ysubject to customary qualifications such as those set forth after our opinions below); (iii) it has been duly authorized by the Subject Borrower to execute accuracy and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan completeness of all matters set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLCCompany Opinion Letter; and (iv) there are no agreements or understandings among Form of Opinion of Mayer, as Lender x/x Xxxxxxx Xxxxxxx Brown, Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx& Maw LLP the parties, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended written or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodianoral, and no usage of trade or course of prior dealing among the TALF Agents party thereto. Terms defined parties which would, in any such case, define, supplement or qualify the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness terms of the Loan Prepayment contemplated hereby shall notDocuments.

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: 80 EXHIBIT D-1 - FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank OPINION OF COUNSEL FOR THE COMPANY December 11, 2015 To each of New York Mellonthe Lenders party to the Amended and Restated Credit Agreement dated as of December 11, 2015 among AT&T Inc., said Lenders and Citibank, N.A., as Custodian Agent for said Lenders, and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxxto Citibank, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx N.A., as Agent Ladies and Gentlemen: Reference is made I am the Senior Executive Vice President and General Counsel of AT&T Inc., a Delaware corporation (the "Company"). I am providing this opinion to you pursuant to Section 3.01(g)(iv) of the Master Loan Amended and Security Agreement Restated Credit Agreement, dated as of December 11, 2015 (as it may be amended or supplemented from time to timethe "Credit Agreement"), among the Company, the “MLSA”)Lenders party thereto and Citibank, by and among TALF II LLCN.A., as LenderAgent for said Lenders. Except as otherwise indicated, The Bank initially capitalized terms used in this opinion without definition shall have the meanings assigned to such terms in the Credit Agreement. In my capacity as Senior Vice President and General Counsel, I have reviewed or been made aware of New York Mellonthe terms of those corporate and other records and documents I considered appropriate, as Administratorincluding the Credit Agreement. As to certain matters of fact, The Bank I have relied upon (i) representations of New York Mellon, as Custodianthe Company set forth in, and the TALF Agents party thereto. Terms defined in the MLSA certificates of public officials and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance certain officers of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSACompany delivered pursuant to, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Credit Agreement and (ii) oral or written statements and representations of individuals upon whom I believe I am justified in relying. As to certain opinions expressed herein, I have relied on the rights opinions of recourse against members of my staff upon whom I believe I am justified in relying. I have also examined or caused to be examined such other instruments and have made or directed to be made such other investigations as I have deemed necessary in connection with the Subject Borrower opinions set forth below. With respect to my consideration of those questions of law that I have considered relevant for this opinion, I have relied upon the certifications, representations, opinions and conclusions of law of various attorneys in the AT&T legal department with responsibility, in whole or in part, for the areas that are the subject of the opinions set forth herein. I have assumed the genuineness of all signatures, the legal capacity of all natural persons executing agreements, instruments or documents, the completeness and authenticity of all documents submitted to me as originals and the Applicable TALF Agent under Section 17.0 conformity with originals of all documents submitted to me as copies. On the basis of such analysis, my reliance upon the assumptions in this opinion and my consideration of such questions of law that I considered relevant, and subject to the limitations and qualifications in this letter, I am of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notopinion 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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery Acceptance and adoption of an executed signature page to the terms of this Assignment and Assumption by email the Assignee and the Assignor by Electronic Signature or facsimile transmission delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 LenderAssumption. This Assignment and Assumption shall be governed byTHIS ASSIGNMENT AND ASSUMPTION SHALL BE SUBJECT TO THE PROVISIONS REGARDING GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS AND WAIVER OF JURY TRIAL; JUDICIAL REFERENCE PROVISION SET FORTH IN SECTIONS 9.09 AND 9.10 OF THE CREDIT AGREEMENT AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, and construed in accordance with, the law of the State of New YorkMUTATIS MUTANDIS. APPENDIX 4: EXHIBIT B FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE COMPLIANCE CERTIFICATE [Dateon Borrower’s letterhead] The Bank of New York MellonTo: JPMorgan Chase Bank, as Custodian National Association Loan and Administrator 000 Xxxxxxxxx Xxxxxx Agency Services Group 1100 Xxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxx 00000 Attn: Chxxx X. Xxx XxxxRe: Compliance Certificate dated ____________ __, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx 20__ Ladies and Gentlemen: Reference is made to the Master Loan and Security that certain Credit Agreement (as it may be amended or supplemented from time to timeNovember 19, the “MLSA”)2013, by and among TALF II ELECTRO RENT CORPORATION, a California corporation (“Borrower”), the lenders identified on the signature pages hereof (each of such lenders, together with its successors and assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”), and J.X. XXXXXX XECURITIES LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, sole bookrunner and the TALF Agents party theretosole lead arranger. Terms defined All initially capitalized terms used in the MLSA this Agreement and not otherwise defined herein are used herein with shall have the same meaningsmeanings assigned to them in the Credit Agreement. The Borrower identified on Pursuant to Section 5.01 of the signature page hereto (Credit Agreement, the “Subject Borrower”), acting though [name Financial Officer of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, certifies as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall nothereof 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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: FORM OPINION OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE COUNSEL OF XXXXX & XXXXXXX LLP [DateATTACHED] October 25, 2013 ATTORNEYS AT LAW 000 XXXX XXXXXXXXX XXXXXX XXXXXXXXX, XXXXXXXXX 00000-0000 000.000.0000 TEL 000.000.0000 FAX xxx.xxxxx.xxx CLIENT/MATTER NUMBER 012474-0132 The Bank of New York MellonLenders (as defined below) party from time to time to the Loan Agreement (as defined below), and JPMorgan Chase Bank, N.A., as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx XxxxAdministrative Agent for the Lenders Re: Fiserv, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Inc. Ladies and Gentlemen: Reference This opinion is made furnished to you pursuant to Section 4.01(b) of the Master Loan and Security Agreement Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “MLSALoan Agreement”), by and among TALF II LLCFiserv, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto Inc. (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election the lenders from time to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above time party thereto (the “Subject CollateralLenders”) ), JPMorgan Chase Bank, N.A., as the Administrative Agent for the Lenders (in full satisfaction of the Obligations secured thereby (such capacity, the “Subject ObligationsAgent”), and the various other parties thereto. Upon Capitalized definitional terms used herein but not defined herein have the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty meanings set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of Loan Agreement. We have acted as special counsel for the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement Opinion Parties (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined below) in the MLSA and not otherwise defined herein are used herein connection with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”)preparation, acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness execution and delivery of the Loan Prepayment contemplated hereby shall notAgreement, the Notes (as defined below) and the Subsidiary Guaranty (as defined below). In that connection, we have examined:

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance withwith and governed by, the law of the State of New York. APPENDIX 4: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE EXHIBIT C [DateForm of] The Bank of New York MellonBORROWING REQUEST UBS AG, Stamford Branch, as Custodian and Administrator 000 Administrative Agent for the Lenders referred to below, 600 Xxxxxxxxxx Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxxx, XX Xxxxxxxxxxx 00000 Attention: Xxxxxx Xxx Tel.[ ] Re: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Blue Pearl USA Ltd. Reference is made to the Master Loan and Security Second Lien Credit Agreement dated as of ,October [ ], 2006 (as it may be amended amended, restated, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by and among TALF II LLCBLUE PEARL USA LTD., as Lendera Colorado corporation, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent]BLUE PEARL MINING LTD., as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to a corporation existing under the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance laws of the Collateral set forth above Province of Ontario (“Holdings”), the “Subject Collateral”) Subsidiary Guarantors party thereto from time to time (such term and each other capitalized term used but not defined herein having the meaning given to it in full satisfaction Article I of the Obligations secured thereby (the “Subject Obligations”Credit Agreement). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent Lenders party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented thereto from time to time, UBS SECURITIES LLC, as lead arranger (in such capacity, the “MLSAArranger”), by as documentation agent (in such capacity, the “Documentation Agent”) and among TALF II LLCas syndication agent (in such capacity, the “Syndication Agent”) and UBS AG, STAMFORD BRANCH, as Lenderadministrative agent (in such capacity, The Bank the “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties. Borrower hereby gives you notice pursuant to Section 2.03 of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodianthe Credit Agreement that it requests a Borrowing under the Credit Agreement, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set that connection sets forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notterms 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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkTexas. APPENDIX 4ANNEX 1 to Assignment and Assumption, Solo Page EXHIBIT B TO EAGLE MATERIALS INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT Form of Opinion of Counsel for the Borrower 16 December 2010 To the Lenders and the Administrative Agent Referred to Below c/o JPMorgan Chase Bank, N.A. as Administrative Agent 0000 Xxxx Xxxxxx, 3rd Floor Dallas, Texas, TX 75201 Dear Sirs: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank We have acted as counsel for Eagle Materials Inc., a Delaware corporation (the “Borrower”) and the guarantors listed in Appendix 1 attached hereto (the “Guarantors”) (the Borrower and the Guarantors being collectively referred to hereafter as the “Obligated Parties”) in connection with the Second Amended and Restated Credit Agreement dated as of New York MellonDecember 16, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: 2010 (000the “Credit Agreement”) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to among the Master Loan and Security Agreement (as it may be amended or supplemented from time to timeBorrower, the “MLSA”), by banks and among TALF II LLC, other financial institutions identified therein as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianLenders, and the TALF Agents party theretoJPMorgan Chase Bank, N.A. as Administrative Agent. Terms defined in the MLSA and not otherwise defined herein Credit Agreement are used herein with the same meanings. The Borrower We have examined originals or copies, certified or otherwise identified on the signature page hereto (the “Subject Borrower”)to our satisfaction, acting though [name of TALF Agent]such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as its duly authorized agent, hereby notifies you we have deemed necessary or advisable for purposes of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”)this opinion. Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 basis of the MLSAforegoing, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as we are of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notopinion 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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email telecopy or facsimile transmission other means of electronic imaging 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 LenderAssumption. This Assignment and Assumption shall be governed byTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the law of the State of New YorkTHE LAW OF THE STATE OF NEW YORK. APPENDIX 4: EXHIBIT B FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonBORROWING REQUEST Xxxxxx Xxxxxxx Senior Funding, Inc., as Custodian and Administrator 000 Xxxxxxxxx Administrative Agent Xxxxxx Xxxxxxx Agency Servicing 0 Xxx Xxxx Xxxxx Xxx Xxxx, XX Xxx Xxxx, 00000 Attention: Xxxxxx Xxx Tel.Agency Team Telecopy: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx xxxxxxxx@xxxxxxxxxxxxx.xxx [Date] Ladies and Gentlemen: Reference is made The undersigned, [CF Industries, Inc.] [Darwin Holdings Limited] (1) (the “Lead Borrower”), refers to the Master Loan Third Amended and Security Agreement Restated Revolving Credit Agreement, dated as of September 18, 2015, among CF Industries Holdings, Inc., as Holdings, prior to the Darwin Acquisition Closing Date, CF Industries, Inc., as the Company, on and after the Darwin Acquisition Closing Date, Darwin Holdings Limited, as the UKLead Borrower, the Designated Borrowers from time to time party thereto, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent for the Lenders (the “Administrative Agent”), the Issuing Banks from time to time party thereto and the other parties from time to time party thereto (as it the same may be amended, restated, amended or and restated, modified, extended and/or supplemented from time to time, the “MLSACredit Agreement”, the terms defined therein being used herein as therein defined) and hereby gives you notice, irrevocably, pursuant to Section 2.3 of the Credit Agreement, that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”), as required by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance Section 2.3 of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Credit Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not:

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. APPENDIX 4: Form of Affiliate Lender Assignment and Assumption EXHIBIT E-3 FORM OF COLLATERAL SURRENDER ADMINISTRATIVE QUESTIONNAIRE On File with the Administrative Agent Form of Affiliate Lender Assignment and Assumption EXHIBIT F-1 HOLDINGS GUARANTY On File with the Administrative Agent EXHIBIT F-2 SUBSIDIARY GUARANTY On File with the Administrative Agent EXHIBIT G SECURITY AGREEMENT On File with the Administrative Agent EXHIBIT H FORM OF MORTGAGE3 MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND ACCEPTANCE NOTICE LEASES AND FIXTURE FILING ([DateSTATE]) by and from [MORTGAGOR], “Mortgagor” to BARCLAYS BANK PLC, in its capacity as Agent, “Mortgagee” Dated as of , 20 [insert only if mortgage is capped: THE MAXIMUM PRINCIPAL INDEBTEDNESS WHICH IS SECURED BY OR WHICH BY ANY CONTINGENCY MAY BE SECURED BY THIS MORTGAGE IS $ .] The Bank of New York MellonLocation: [ ] Municipality: [ ] County: [ ] State: [ ] THE SECURED PARTY (MORTGAGEE) DESIRES THIS FIXTURE FILING TO BE INDEXED AGAINST THE RECORD OWNER OF THE REAL ESTATE DESCRIBED HEREIN PREPARED BY, as Custodian and Administrator RECORDING REQUESTED BY, AND WHEN RECORDED MAIL TO: Cravath, Swaine & Xxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: [ ] 3 To be revised to reflect Deed of Trust changes, if applicable (000including references to “Grantor”/“Grantee”). MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING ([STATE]) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING ([STATE]) (this “Mortgage”) is dated as of by and from [MORTGAGOR], a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement [ ] [ ] (as it may be amended or supplemented from time to time, the “MLSAMortgagor”), by and among TALF II LLCwhose address is [ ] to BARCLAYS BANK PLC, as Lenderadministrative agent (in such capacity, The Bank of New York Mellon, “Agent”) for the Secured Parties as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise Credit Agreement (defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”below), acting though [name of TALF having an address at [ ] (Agent], as together with its duly authorized agentsuccessors and assigns, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject ObligationsMortgagee”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA[insert only if mortgage is capped: ANY PROVISION HEREIN TO THE CONTRARY NOTWITHSTANDING, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: THE MAXIMUM PRINCIPAL INDEBTEDNESS WHICH IS SECURED BY OR WHICH BY ANY CONTINGENCY MAY BE SECURED BY THIS MORTGAGE IS $[ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the THE “MLSASECURED AMOUNT”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent.], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not

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 by one or more parties on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page to this Assignment and Assumption by 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 State of New York. APPENDIX 4: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 NY 10286 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender xc/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx o Federal Reserve Bank of New York 00 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000NY 10045-0000 0001 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 NY 10286 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 NY 10286 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not

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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: EXHIBIT D [FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [DateOF] The Bank SUBSIDIARY GUARANTEE AGREEMENT SUBSIDIARY GUARANTEE AGREEMENT dated as of New York MellonAugust 27, 2015, among each of the Subsidiaries listed on Schedule I hereto (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of DELTIC TIMBER CORPORATION, a Delaware corporation (the “Borrower”), and AMERICAN AGCREDIT, PCA, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: administrative agent (000the “Administrative Agent”) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: for the Lenders (as defined in the Credit Agreement referred to below). Reference is made to the Master Term Loan and Security Credit Agreement dated as of the date hereof (as it the same may be amended amended, supplemented, or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by and among TALF II LLCthe Borrower, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the TALF Agents lenders from time to time party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto thereto (the “Subject BorrowerLenders”)) and American AgCredit, acting though [name of TALF Agent]PCA, as its duly authorized agentadministrative agent for the Lenders (in such capacity, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject ObligationsAdministrative Agent”). Upon Capitalized terms used herein and not defined herein shall have the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest meanings assigned to such terms in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Credit Agreement. The Subject Lenders have agreed to make Loans to the Borrower hereby acknowledges pursuant to, and agrees that effectiveness upon the terms and subject to the conditions specified in, the Credit Agreement. Each of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations Guarantors is a direct or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 indirect wholly-owned Subsidiary of the MLSA or as a result Borrower and acknowledges that it will derive substantial benefit from the making of the Loans by the Lenders. The obligations of the Lenders to make Loans are conditioned on, among other things, the execution and delivery by the Guarantors of a breach of the representation and warranty set forth Subsidiary Guarantee Agreement in the preceding paragraph (which representation form hereof. As consideration therefor and warranty shall survive effectiveness of in order to induce the Collateral Surrender contemplated hereby). The Subject Borrower and Lenders to make Loans, the Applicable TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower Guarantors are willing to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalfSubsidiary Guarantee Agreement. Very truly yours, [NAME OF TALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank For purposes of New York Mellon, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to timethis Agreement, the “MLSA”), by and among TALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and following terms when used in this Agreement shall have the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election meanings assigned to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notthem 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 by one or more parties on in any number of separate counterparts, and all of said counterparts taken which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to of this Assignment and Assumption by email or facsimile transmission telecopy 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 LenderAssumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 4: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE Annex I EXHIBIT E [DateForm of Confirming Bank Agreement] The Bank [Letterhead of New York MellonIssuing Bank] ____________________, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx 20__ [Name of Confirming Bank] [Address] Ladies and Gentlemen: Reference is made to the Master Loan and Security Credit Agreement dated as of May 29, 2013 (as it may be amended or amended, restated, supplemented from time to timeand otherwise modified and in effect on the date hereof, the “MLSACredit Agreement”), by among Lincoln National Corporation, the Subsidiary Account Parties party thereto, the Banks party thereto, and among TALF II LLCJPMorgan Chase Bank, N.A., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and Administrative Agent for the TALF Agents party theretoBanks. Terms defined in the MLSA and not otherwise defined herein Credit Agreement are used herein with the same meanings. The Borrower identified on the signature page hereto undersigned is an issuing Bank (the “Subject BorrowerIssuing Bank”)) under the Credit Agreement but is not on the date hereof a bank listed on the most current Bank List of banks approved by the NAIC. Accordingly, acting though [name in order to be an “NAIC Approved Bank” for the purposes of TALF Agent]the Credit Agreement, as its duly authorized agent, the undersigned hereby notifies requests that you of its election to exercise its Collateral Surrender Right be a Confirming Bank with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents undersigned for the purposes of the Credit Agreement and each Letter of Credit issued by the Issuing Bank thereunder. By your signature below, you undertake that any draft drawn under and in strict compliance with the terms of any Letter of Credit issued by the Issuing Bank under the Credit Agreement will be duly honored by you as if, and to the acceptance extent, you were the Issuing Bank under such Letter of Credit. Notwithstanding the Collateral set forth above foregoing, your liability under all Letters of Credit at any one time issued under the Credit Agreement shall be limited to an amount (the “Subject CollateralLiability Limit”) in full satisfaction equal to the Commitment of the Obligations secured thereby undersigned under the Credit Agreement in effect on the date hereof (an amount equal to $_________), as such Liability Limit may be increased after the “Subject Obligations”). Upon date hereof with your prior written consent by reason of an increase in the effectiveness of this Collateral Surrender in accordance with Section 13.3 Commitment of the MLSAundersigned under the Credit Agreement. In addition, you hereby irrevocably appoint and designate the Subject Borrower acknowledges that all Administrative Agent as your attorney-in-fact, acting through any duly authorized officer of its rightJPMCB, title to execute and interest deliver, at any time prior to the Commitment Termination Date in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of effect on the date of effectiveness this letter agreement, in your name and on your behalf each Letter of Credit to be confirmed by you in accordance herewith and with the Credit Agreement. You agree that, promptly upon the request of the Collateral Surrender contemplated herebyAdministrative Agent, you will furnish to the Administrative Agent such powers of attorney or other evidence as any beneficiary of any Letter of Credit may reasonably request in order to demonstrate that the Administrative Agent has the power to act as attorney-in-fact for you in connection with the execution and delivery of such Letter of Credit. In consideration of the foregoing, the Subject Collateral is free undersigned agrees that if you shall make any LC Disbursement in respect of any Adverse ClaimLetter of Credit, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness regardless of the Collateral Surrender contemplated hereby identity of the account party of such Letter of Credit, the undersigned shall not (x) discharge any Obligation that the Subject Borrower may have reimburse you by paying to Lender pursuant you an amount equal to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 amount of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable TALF Agent party hereto each hereby consent LC Disbursement made by you, such payment to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of be made not later than noon, New York City time, on (i) the representations Business Day that the undersigned receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) the Business Day immediately following the day that the undersigned receives such notice, if such notice is received on a day which is not a Business Day or is not received prior to 10:00 a.m., New York City time, on a Business Day. The undersigned’s obligations to reimburse you as provided in the foregoing sentence shall be absolute, unconditional and warranties irrevocable, and shall be performed strictly in accordance with the terms of this letter agreement under any and all circumstances whatsoever, and irrespective of any event or circumstance of the Subject Borrower type described Exhibit E (Confirming Bank Agreement) in Section 2.11(b) of the Credit Agreement (or of any analogous event or circumstance relating to the undersigned). If any LC Disbursement is made by you, then, unless the undersigned shall reimburse the amount of such LC Disbursement to you in full on the date such LC Disbursement is made by you, the unpaid amount thereof shall bear interest, for each day from and including the Applicable TALF Agent under date such LC Disbursement is made to but excluding the Lending Agreement date of reimbursement, at the rate per annum equal to (i) the Federal Funds Effective Rate to but excluding the date three Business Days after such LC Disbursement and (ii) from and including the rights of recourse against date three Business Days after such LC Disbursement, 2% plus the Subject Borrower Federal Funds Effective Rate. This letter agreement shall be governed by and construed in accordance with the Applicable TALF Agent under Section 17.0 law of the MLSA as if State of New York. Please indicate your acceptance of the Subject Obligations had been owed foregoing terms and conditions by signing the three enclosed copies of this letter agreement and returning (a) one such signed copy to the undersigned at the address indicated above, (b) one such purchaser. The undersigned TALF signed copy to the Administrative Agent represents and warrants to Lender that (x) it has duly authorizedat JPMorgan Chase Bank, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yoursN.A., [NAME OF TALF AGENT]500 Xxxxxxx Xxxxxxxxxx Road, in its individual capacity and as the Subject Borrower’s Applicable TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: TALF II LLCOps 0, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx Xxx XxxxXxxxx 00, XX Xxxxxx, Xxxxxxxx 00000-0000 Email: xxxxxx@xx.xxx.xxx And by email to: Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon0000, as Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Loan and Agency Services (Tel.: . No. (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 5: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Tel.: 0000; Fax No. (000) 000-0000 Email0000) and (c) one such signed copy to the Company at its address specified in Section 10.01 of the Credit Agreement. [NAME OF ISSUING BANK] By____________________________ Title: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email toAGREED AS AFORESAID: XXXX@xxxxxxxxx.xxx [NAME OF CONFIRMING BANK] By____________________________ Title: Exhibit E (Confirming Bank Agreement) EXHIBIT F [Form of Subsidiary Joinder Agreement] [________], 201[_] To JPMorgan Chase Bank, N.A., as Administrative Agent 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Each of the Banks party to the Credit Agreement referred to below Re: Subsidiary Joinder Agreement Ladies and Gentlemen: Reference is made to the Master Loan and Security Credit Agreement (as it may be amended or supplemented from time to time, the “MLSACredit Agreement”) dated as of May 29, 2013 among Lincoln National Corporation (the “Company”), by the Subsidiary Account Parties party thereto, the Banks party thereto and among TALF II LLCJPMorgan Chase Bank, N.A., as Lender, the Administrative Agent (the “Administrative Agent”). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Credit Agreement. The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, Company and the TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower “Subject Subsidiary” (as identified on the signature page hereto (pages below), have executed and hereby deliver this Subsidiary Joinder Agreement, pursuant to Section 10.13(a) of the Credit Agreement, in order to designate the Subject Subsidiary as a Subsidiary Account Party to the Credit Agreement. Accordingly, the Company and the Subject Subsidiary hereby represent and warrant and agree that as of the “Subject Borrower”), acting through [name of TALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest Effective Date” (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall notdefined below):