Common use of General Provisions Clause in Contracts

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by one or more of the parties to this Assignment and Acceptance on any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile telecopy or other electronic transmission) and all of said counterparts taken together imaging means shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New YorkYork without giving effect to the conflicts of laws principles thereof, but including Section 5-1401 of the New York General Obligations Law. EXHIBIT B-2 XXXXXXX X-0 FORM OF ASSIGNMENT AND ACCEPTANCE REVOLVING CREDIT NOTE , 20 FOR VALUE RECEIVED, the undersigned (AFFILIATED LENDER) This Assignment the “Borrower”, together with all successors and Acceptance assigns), promises to pay (this hereinafter, together with its successors in title and assigns, the “Assignment and AcceptanceLender”) is the aggregate unpaid principal balance of Revolving Loans made by the Lender to or for the account of the Borrower pursuant to the Credit Agreement (as hereafter defined) and amounts advanced by the Lender in respect of any Letter of Credit and Swing Loans, with interest, fees, expenses and costs at the rate and payable in the manner stated in the Credit Agreement. As used herein, the “Credit Agreement” means and refers to that certain Amended and Restated Credit Agreement, dated as of the Effective Date set forth below and is entered into February 3, 2017 (as such may be amended, restated, extended, supplemented or otherwise modified from time to time) by and between [the][each]1 Assignor identified among others, BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation, Xxxxx Fargo Bank, National Association, as administrative agent (in item 1 below ([the][eachsuch capacity, an] including any successor thereto, the “AssignorAdministrative Agent”) under the Loan Documents, and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”)the Lender and each other Person from time to time party thereto as a lender thereunder. [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but herein and not otherwise defined herein shall have are used herein as defined in the meanings given Credit Agreement. This is a “Revolving Credit Note” to them which reference is made in the Credit Agreement identified below, receipt and is subject to all terms and provisions thereof. This Revolving Credit Note is also entitled to the benefits of a copy of which the Guaranty and is hereby acknowledged secured by [the] [each] Assigneethe Collateral. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]principal of, and [the][each] Assignee hereby irrevocably purchases interest on, this Revolving Credit Note shall be payable at the times, in the manner, and assumes from [in the Assignor][the respective Assignors], amounts as provided in the Credit Agreement and shall be subject to prepayment and acceleration as provided therein. The Administrative Agent’s books and records concerning the Revolving Loans and amounts owing in accordance with respect of Letters of Credit and Swing Loans, the Standard Terms accrual of interest and Conditions fees thereon, and the repayment of such Revolving Loans and advances in respect of Letters of Credit Agreementand Swing Loans, as shall be prima facie evidence of the Effective Date inserted indebtedness to the Lender hereunder, absent manifest error. No delay or omission by the Administrative Agent as contemplated below (i) all or the Lender in exercising or enforcing any of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity Administrative Agent’s or Lender’s powers, rights, privileges, remedies, or discretions hereunder shall operate as a Lender][their respective capacities waiver thereof on that occasion nor on any other occasion. No waiver of any Event of Default shall operate as Lenders] under a waiver of any other Event of Default, nor as a continuing waiver. The Borrower waives presentment, demand, notice, and protest, and also waives any delay on the part of the holder hereof. The Borrower assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by the Administrative Agent and/or the Lender with respect to this Revolving Credit Agreement Note and/or any Collateral Document or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of the Borrower or any other Person obligated on account of this Revolving Credit Note. This Revolving Credit Note shall be binding upon the Borrower and upon its successors, assigns, and representatives, and shall inure to the benefit of the Lender and its successors, endorsees and assigns. The Borrower agrees that any action or proceeding arising out of or relating to this Revolving Credit Note or for recognition or enforcement of any judgment, may be brought in the courts of the state of New York sitting in New York City in the Borough of Manhattan or of the United States for the Southern District of New York, and any other documents or instruments delivered pursuant thereto to appellate court from any thereof, and by execution and delivery of this Revolving Credit Note, the extent related to Borrower and the amount Lender each consent, for itself and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) its property, to the exclusive jurisdiction of those courts. To the fullest extent permitted to be assigned under by applicable law, all claimsthe Borrower irrevocably waives any objection, suitsincluding any objection to the laying of venue or based on the grounds of forum non conveniens, causes which it may now or hereafter have to the bringing of any action or proceeding in the courts of the state of New York sitting in New York City in the Borough of Manhattan or of the United States for the Southern District of New York, and any other right appellate court from any thereof. THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. The Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Administrative Agent and the Lender, in the establishment and maintenance of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection relationship with the Borrower contemplated by this Revolving Credit AgreementNote, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoingare each relying thereon. THE BORROWER, includingAND THE LENDER BY ITS ACCEPTANCE HEREOF, but not limited toHEREBY IRREVOCABLY WAIVES, contract claimsTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, tort claimsANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS REVOLVING CREDIT NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, malpractice claimsTORT, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”OR ANY OTHER THEORY). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New YorkNorth Carolina. EXHIBIT B-2 D [FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is OF] SUBSIDIARY GUARANTY AGREEMENT SUBSIDIARY GUARANTEE AGREEMENT dated as of August 3, 2007, among each of the Effective Date set forth below Subsidiaries listed on Schedule I hereto (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of WATSCO, INC., a Florida corporation (the “Borrower”), and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below). Reference is entered into by and between [the][each]1 Assignor identified in item 1 below made to the Revolving Credit Agreement dated as of August 3, 2007 ([the][eachas amended, an] supplemented or otherwise modified from time to time, the “AssignorCredit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”) and [the][each]2 Assignee identified Bank of America, N.A., as Administrative Agent for the Lenders, swingline lender and issuing bank (in item 2 below ([the][eachsuch capacity, an] the “AssigneeIssuing Bank”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but herein and not defined herein shall have the meanings given assigned to them such terms in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] AssigneeAgreement. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby Lenders have agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns make Loans to [the Assignee][the respective Assignees]Borrower, and [the][each] Assignee hereby irrevocably purchases the Issuing Bank has agreed to issue Letters of Credit for the account of the Borrower, pursuant to, and assumes from [upon the Assignor][the respective Assignors], terms and subject to and in accordance with the Standard Terms and Conditions and conditions specified in, the Credit Agreement, as . Each of the Effective Date inserted Guarantors is a direct or indirect Subsidiary of the Borrower and acknowledges that it will derive substantial benefit from the making of the Loans by the Administrative Agent as contemplated below (i) all Lenders, and the issuance of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under Letters of Credit by the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and Issuing Bank. The obligations of [the Assignor][the respective Assignors] in respect Lenders to make Loans and of the Term Loan Commitments Issuing Bank to issue Letters of Credit are conditioned on, among other things, the execution and Term delivery by the Guarantors of a Subsidiary Guarantee Agreement in the form hereof. As consideration therefor and in order to induce the Lenders to make Loans identified below and (ii) the Issuing Bank to issue Letters of Credit, the extent permitted Guarantors are willing to be assigned under applicable lawexecute this Subsidiary Guarantee Agreement. Accordingly, all claims, suits, causes of action and any other right of [the Assignor (in its capacity parties hereto agree as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.follows:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile telecopy or other electronic transmissiontransmission (including via “pdf”) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EXHIBIT B-1 [FORM OF BORROWING SUBSIDIARY AGREEMENT] N/A EXHIBIT B-2 [FORM OF BORROWING SUBSIDIARY TERMINATION] N/A EXHIBIT C [FORM OF] PROMISSORY NOTE New York, New York $ [Date] For value received, [NAME OF BORROWER], a [jurisdiction of entity] [type of entity] (the “Borrower”), promises to pay to [name of Lender] (the “Lender”), (i) the principal sum of AND NO/100 DOLLARS ($ ) or, if less, the unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement (as defined below), when and as due and payable under the terms of the Credit Agreement, and (ii) interest on the unpaid principal amount of each such Loan on the dates and at the rate or rates provided for in the Credit Agreement. All such payments of principal and interest shall be made in the currencies and to the accounts specified in the Credit Agreement, in immediately available funds. All Loans made by the Lender, and all repayments of said counterparts taken together the principal thereof, shall be deemed recorded by the Lender and, prior to constitute one any transfer hereof, appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding shall be endorsed by the Lender on the schedule attached hereto, or on a continuation of such schedule attached hereto and made a part hereof; provided that the same instrument. This Assignment and Acceptance and failure of the rights and Lender to make any such recordation or endorsement shall not affect the obligations of the parties Borrower hereunder or under the Credit Agreement. This note is one of the promissory notes issued pursuant to the Bridge Credit Agreement, dated as of September [ ], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CDK Global Holdings, LLC, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement. Reference is made to the Credit Agreement for provisions governing the mandatory and optional prepayment hereof and the acceleration of the maturity hereof. This note is subject to the provisions of Section 10.09(b) (Submission to Jurisdiction), Section 10.09(c) (Waiver of Venue), Section 10.09(d) (Service of Process) and Section 10.10 (Waiver of Jury Trial). This note shall be governed by, by and construed and interpreted in accordance with, with the law laws of the State of New York. [NAME OF BORROWER], by Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL Date Amount of Loan Amount of Principal Repaid Unpaid Principal Balance Notations Made By EXHIBIT B-2 D-1 [FORM OF ASSIGNMENT AND ACCEPTANCE OF] U.S. TAX CERTIFICATE (AFFILIATED LENDERFor Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) This Assignment and Acceptance (this “Assignment and Acceptance”) Reference is hereby made to the Bridge Credit Agreement, dated as of September [ ], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “AssigneeCredit Agreement”), among CDK Global Holdings, LLC (the “Company”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A, as Administrative Agent. [It Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is understood the sole record and agreed beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) it is not a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments on the Loan(s) are not effectively connected with the undersigned’s conduct of a U.S. trade or business or are effectively connected but are not includible in the undersigned’s gross income for U.S. federal income tax purposes under an income tax treaty. The undersigned has furnished the Administrative Agent and the Company with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the rights information provided on this certificate changes, the undersigned shall promptly so inform the Company and obligations the Administrative Agent, and (2) the undersigned shall have at all times furnished the Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of [the Assignors][the Assignees]3 hereunder are several two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified belowAgreement. [NAME OF LENDER] By Name: Title: Date: , receipt of a copy of which 20[ ] [FORM OF] U.S. TAX CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto made to the Bridge Credit Agreement dated as of September [ ], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CDK Global Holdings, LLC (the “Standard Terms Company”), the Lenders from time to time party thereto and Conditions”) are hereby agreed JPMorgan Chase Bank, N.A, as Administrative Agent. Pursuant to and incorporated herein by reference and made a part the provisions of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and Section 2.16 of the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) it is not a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments with respect to such participation are not effectively connected with the undersigned’s conduct of a U.S. trade or business or are effectively connected but are not includible in the undersigned’s gross income for U.S. federal income tax purposes under an income tax treaty. The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN OR W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of [the Assignor’s][the respective Assignors’] rights and obligations two calendar years preceding such payments. Unless otherwise defined herein, terms defined in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] [FORM OF] U.S. TAX CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the extent related Bridge Credit Agreement dated as of September [ ], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CDK Global Holdings, LLC (the “Company”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A, as Administrative Agent. Pursuant to the amount and percentage interest identified below provisions of all Section 2.16 of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or undersigned hereby certifies that (i) it is the sole record owner of the participation in any way based on or related to respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the foregoingordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, includingas amended (the “Code”), but not limited to(iv) none of its partners/members is a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity (v) none of its partners/members is a controlled foreign corporation related to the rights Company as described in Section 881(c)(3)(C) of the Code, and obligations sold (vi) the interest payments with respect to such participation are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business or are effectively connected but are not includible in the partners/members’ gross income for U.S. federal income tax purposes under an income tax treaty. The undersigned has furnished its participating Lender with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN OR W-8BEN-E from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and assigned pursuant (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to clause be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] [FORM OF] U.S. TAX CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Bridge Credit Agreement dated as of September [ ], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CDK Global Holdings, LLC (the “Company”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A, as Administrative Agent. Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) above it is the sole record owner of the Loan(s) (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (ias well as any Note(s) and evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) above being referred its partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to herein collectively the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as [the][an] amended (the “Assigned InterestCode”). Each such sale , (iv) none of its partners/members is a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code, and assignment is without recourse to [the][any] Assignor and, except as expressly provided (vi) the interest payments on the Loan(s) are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business or are effectively connected but are not includible in this Assignment and Acceptance, without representation or warranty by [the][any] Assignorthe partners/members’ gross income for U.S. federal income tax purposes under an income tax treaty. The benefit undersigned has furnished the Administrative Agent and the Company with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN OR W-8BEN-E from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each Security Document payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall be maintained have the meanings given to them in favor of the Credit Agreement. [the][eachNAME OF LENDER] Assignee.By: Name: Title:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by one or more of the parties to this Assignment and Acceptance on any number of separate counterparts (including by facsimile or other electronic transmission) 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 Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 TALF Master Loan and Security Agreement Appendix 3A-4 APPENDIX 3B: FORM OF ASSIGNMENT AND ACCEPTANCE ASSUMPTION (AFFILIATED LENDERASSIGNMENT BY XXXXXXXX) This Assignment and Acceptance Assumption (this “Assignment and AcceptanceAssumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 the Assignor identified in item 1 below ([the][each, an] the “Assignor”) and [the][each]2 the Assignee identified in item 2 below ([the][each, an] the “Assignee”), through their respective Applicable TALF Agents, pursuant to the Master Loan and Security Agreement identified below (the “Loan Agreement”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified belowLoan Agreement, receipt of a copy of which is hereby acknowledged by [the] [each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance Assumption as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) Lender, all of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Borrower under the Credit Loan Agreement, any other Lending Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the associated rights and obligations sold and assigned pursuant to clause (i) above with respect thereto (the rights and obligations sold and assigned by [the][any] the Assignor to [the][any] the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and AcceptanceAssumption, without representation or warranty by [the][any] the Assignor. The benefit Upon the effectiveness of each Security Document this Assignment and Assumption, Assignee shall be maintained in favor become bound to the terms and conditions of [the][each] Assigneethe Loan Agreement with respect to such Assigned Interest.

General Provisions. This Affiliated Lender Assignment and Acceptance 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 Acceptance Assumption may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including and by facsimile different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by telecopy or other electronic transmissiontransmission (such as a .pdf) and all of said counterparts taken together shall be deemed to constitute one as effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and the same instrumentAssumption. This Affiliated Lender Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, with and governed by the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is C GUARANTEE AGREEMENT made by THE GUARANTORS PARTY HERETO FROM TIME TO TIME in favor of JPMORGAN CHASE BANK, N.A., as Collateral Agent Dated as of [ ], 2015 GUARANTEE AGREEMENT GUARANTEE AGREEMENT, dated as of [ ], 2015, made by each of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”; provided that no Excluded Subsidiary shall be required to be a party hereto), in item 1 below favor of JPMorgan Chase Bank, N.A., as collateral agent ([the][eachin such capacity, an] the “AssignorCollateral Agent”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that for the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or Secured Parties in connection with the Credit Agreement, any other documents dated as of October 7, 2015 (as amended, amended and restated, supplemented or instruments delivered pursuant thereto otherwise modified, refinanced or replaced from time to time, the loan transactions governed thereby or in any way based on or related to any of the foregoing“Credit Agreement”), includingamong The Match Group, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above Inc. (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned InterestBorrower”). Each , the banks and other financial institutions or entities parties thereto as “Lenders” (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such sale capacity, the “Administrative Agent”), and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assigneecertain other parties.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM OF B [Form of] AFFILIATED LENDER ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) ASSUMPTION This Affiliated Lender Assignment and Acceptance Assumption (this the “Assignment and AcceptanceAssumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]2 Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the First Lien Credit Agreement identified belowbelow (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (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 Acceptance Assumption as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of Assignor under the Term Loan Commitments and Term Loans credit facility identified below (including any guarantees included in such facility) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and AcceptanceAssumption, without representation or warranty by [the][any] the Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken counterparts, which together shall be deemed to constitute one and the same instrument. This Assignment and Acceptance and the rights and obligations Delivery of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt an executed counterpart of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part signature page of this Assignment and Acceptance Assumption by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EXHIBIT B FORM OF AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT [Attached] EXECUTION VERSION SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 31, 2018 between Dex Media Holdings, Inc., a Delaware corporation (“Holdings”), Dex Media, Inc., a Delaware corporation (the “Borrower”) and each entity, if set forth herein in full. For an agreed considerationany, [the][each] Assignor hereby irrevocably sells and assigns to [that becomes a “Subsidiary Guarantor” hereunder as contemplated by Section 7.12 (individually, a “Subsidiary Guarantor” and, collectively, the Assignee][the respective Assignees]“Subsidiary Guarantors” and, together with Holdings, collectively, the “Guarantors”, and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance Guarantors together with the Standard Terms Borrower, collectively, the “Obligors”), and Conditions and the Credit AgreementWilmington Trust, National Association, as of administrative agent for the Effective Date inserted by the Administrative Agent parties defined as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as “Lenders] ” under the Credit Agreement and any other documents or instruments delivered pursuant thereto referred to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in such capacity, together with its capacity as a Lender)][the respective Assignors (successors in their respective capacities as Lenders)] against any Personsuch capacity, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned InterestAdministrative Agent”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on Assumption by telecopy, e-mailed .pdf or any number of separate counterparts (including by facsimile or other electronic transmission) and all means that reproduces an image of said counterparts taken together the actual executed signature page shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-1 OPINION OF COUNSEL FOR THE BORROWERS Attached. EXHIBIT B-2 OPINION OF GENERAL COUNSEL OF THE COMPANY Attached. EXHIBIT C FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance INCREASING LENDER SUPPLEMENT INCREASING LENDER SUPPLEMENT, dated __________, 20___ (this “Assignment Supplement”), by and Acceptance”) is among each of the signatories hereto, to the Third Amended and Restated Credit Agreement, dated as of August 20, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified “Credit Agreement”), among Worthington Industries, Inc. (the “Company”), the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders party thereto, PNC Bank, National Association, as administrative agent (in item 1 below ([the][eachsuch capacity, an] the “AssignorAdministrative Agent”) and [the][each]2 Assignee identified in item 2 below ([the][eachJPMorgan Chase Bank, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance N.A. as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assigneesyndication agent.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by one telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. The words “execution,” “signed,” and “signature,” and words of like import, in or more of the parties referring to this Assignment and Acceptance Assumption shall include electronic signatures and/or the keeping of records in electronic form, which will be of the same legal effect, validity and enforceability as a manually executed signature and/or the use of a paper-based recordkeeping system, to the extent and as provided for in any applicable law, including UETA, E-SIGN, or any other state laws based on, or similar in effect to, such acts (and the Administrative Agent may rely on any number of separate counterparts (including by facsimile or other such electronic transmission) and all of said counterparts taken together shall be deemed to constitute one and the same instrumentsignatures without further inquiry). This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM B OPINION OF ASSIGNMENT AND ACCEPTANCE COUNSEL FOR THE BORROWER [_______], 2021 To the Lenders and the Administrative Agent Referred to Below c/o U.S. Bank National Association, as Administrative Agent Ladies and Gentlemen: We have acted as counsel for Nelnet, Inc., a Nebraska corporation (AFFILIATED LENDER) This Assignment the “Borrower”), in connection with the Third Amended and Acceptance (this “Assignment and Acceptance”) is Restated Credit Agreement dated as of September 22, 2021 (the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “AssigneeCredit Agreement”), among the Borrower, the banks and other financial institutions identified therein as Lenders, and U.S. Bank National Association, as Administrative Agent. [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not Terms defined herein shall have the meanings given to them in the Credit Agreement are used herein with the same meanings. We have examined originals or copies, certified or otherwise identified belowto my/our satisfaction, receipt of a copy such documents, corporate records, certificates of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms public officials and Conditions set forth in Annex 1 attached hereto (the “Standard Terms other instruments and Conditions”) are hereby agreed to have conducted such other investigations of fact and incorporated herein by reference and made a part law as we have deemed necessary or advisable for purposes of this Assignment and Acceptance as if set forth herein in fullopinion. For an agreed considerationIn our examination, [the][each] Assignor hereby irrevocably sells and assigns to [we have assumed the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [genuineness of the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and signatures of Persons signing the Credit Agreement, as the authority of such Persons signing on behalf of the Effective Date inserted parties thereto (other than the Borrower) and the due authorization, execution and delivery of all documents by the Administrative Agent as contemplated below parties thereto (i) all of [other than the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under Borrower). Upon the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any basis of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to we are of the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.opinion that:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile telecopy or other electronic transmission) and all of said counterparts taken together imaging means shall be deemed to constitute one effective as delivery of a Annex-1-1 manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New York. EXHIBIT B-2 E-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment LENDER NOTICE [●] Re: Reference is made to the Amended and Acceptance (this “Assignment and Acceptance”) is Restated Credit Agreement, dated as of January 24, 2020 (as may be amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “AssigneeCredit Agreement”), among C&W Senior Secured Parent Limited, as the Company and Guarantor, Sable International Finance Limited, an exempted company incorporated under the laws of the Cayman Islands, and Coral-US Co-Borrower LLC, a limited liability company organized under the laws of Delaware, as Initial Borrowers and Guarantors, the other Guarantors from time to time party thereto, The Bank of Nova Scotia, as Administrative Agent and Security Trustee, each Lender from time to time party thereto, and The Bank of Nova Scotia, as L/C Issuer and Swing Line Lender. [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but herein and not otherwise defined herein shall have the meanings given assigned to them such terms in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] AssigneeAgreement. Ladies and Gentlemen: The Standard Terms and Conditions set forth in Annex 1 attached hereto undersigned (the “Standard Terms and ConditionsProposed Affiliate Assignee”) are hereby agreed gives you notice, pursuant to and incorporated herein by reference and made a part Section 10.07(k)(v) of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.that:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together image scan transmission shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New York. EXHIBIT B-2 B [FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated OF] BORROWING REQUEST Mizuho Bank, Ltd. as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto referred to the extent related below Harborside Financial Center 0000 Xxxxx Xxx Xxxxxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxxxxx ______________, 20__ Reference is made to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments Agreement dated as of January [2], 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among MPLX LP, a Delaware limited partnership (the “Borrower”), the Lenders party thereto and Term Loans identified below Mizuho Bank, Ltd., as Administrative Agent. Capitalized terms used herein and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (not otherwise defined herein are used herein as defined in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement. The Borrower hereby gives you notice, any other documents or instruments delivered irrevocably, pursuant thereto or the loan transactions governed thereby or in any way based on or related to any Section 2.03 of the foregoingCredit Agreement that the Borrower hereby requests a Borrowing and, includingin that connection, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related sets forth below the information relating to the rights and obligations sold and assigned pursuant to clause (i) above such Borrowing (the rights and obligations sold and assigned “Proposed Borrowing”) as required by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit Section 2.03 of each Security Document shall be maintained in favor of [the][each] Assignee.the Credit Agreement:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 F FORM OF CONSENT TO ASSIGNMENT AND ACCEPTANCE ----------------------------- The undersigned (AFFILIATED LENDERthe "COUNTERPARTY") This Assignment and Acceptance acknowledges that [_________________], a [_____________] (this “Assignment and Acceptance”) is dated as "DEBTOR"), for the purpose of securing obligations of the Effective Date set forth below Debtor incurred pursuant to the Credit Agreement hereinafter referenced, has collaterally assigned or may in the future collaterally assign to Wachovia Bank, National Association, as administrative agent (together with its successors and assigns in such capacity, the "ADMINISTRATIVE AGENT"), for the benefit of the Lenders referenced above, all of such Debtor's right, title, interest, claim, and demand in, under, and to the Assigned Agreements (as such term is entered into herein defined), and all accounts and general intangibles consisting of, relating to or otherwise arising out of such Debtor's right, title, interest, claim, and demand in and to all of such Debtor's rights to payment of every kind under and by and between [the][each]1 Assignor identified in item 1 below virtue of the Assigned Agreements ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”defined below). [It is understood and agreed The Counterparty further acknowledges that the rights and obligations interests of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not Debtor to receive proceeds under the Assigned Agreements, as applicable, together with any security interests securing the payment thereof, have been pledged to the Administrative Agent as collateral for the Indebtedness (as defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”Agreement) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and under the Credit Agreement, as for the benefit of the Effective Date inserted by Lenders. As a condition to the Administrative Agent Lenders extending credit as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with by the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related Administrative Agent and the Lenders have required the execution and delivery of this Consent to any Assignment (this "CONSENT"). Accordingly, each of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively undersigned agrees as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.follows:

General Provisions. This Assignment and Acceptance shall be binding upon, and inure Subject to the benefit oflimitations of Section 9.10, in the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by one or more event of a Tag-Along Sale, all of the parties to this Assignment and Acceptance on any number participating Tag-Along Members and, in the event of separate counterparts (including by facsimile or other electronic transmission) and a Drag-Along Sale, all of said counterparts taken together the Subject Parties, shall be deemed to constitute one and the same instrument. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [take such actions as may be reasonably requested by the Assignor’s][the respective Assignors’] rights and obligations Seller or Dragging Member in [its capacity connection with consummating the Tag-Along Sale or the Drag-Along Sale, as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and case may be, (ii) vote in favor of, consent to and raise no objections against the extent permitted Tag-Along Sale or the Drag-Along Sale, as the case may be, or the process pursuant to be assigned under applicable lawwhich the Tag-Along Sale or the Drag-Along Sale, all claimsas the case may be, suitswas arranged, causes of action (iii) waive any dissenter’s, appraisal and any other right of [similar rights, (iv) if the Assignor (in its capacity Tag-Along Sale or the Drag-Along Sale, as the case may be, is structured as a Lender)][the respective Assignors merger or a sale of Units, agree to sell such Member’s Units at the price and on the terms and conditions of the Tag-Along Sale or the Drag-Along Sale, as the case may be, (in their respective capacities v) execute and deliver such documents as Lenders)] against any Person, whether known may be reasonably requested by the Seller or unknown, arising under or the Dragging Member in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto Tag-Along Sale or the loan transactions governed thereby or in any way based on or related to any of Drag-Along Sale, as the foregoingcase may be, including, but without limitation, written consents of Members, proxies, letters of transmittal, purchase agreements and Unit Transfer powers, in each case consistent with the certificates and documentation being delivered by the Seller or the Dragging Member, as the case may be, provided that each of the participating Tag-Along Members or the Subject Parties, as applicable, shall be required to make several (and not limited tojoint and several) representations and warranties only as to ownership, contract claimsauthorization, tort claims, malpractice claims, statutory claims no liens and all other claims at law or in equity related encumbrances and non-contravention (vi) indemnify the transferee(s) upon the same terms as are applicable to the rights Seller or the Dragging Member, as the case may be, but only so long as all indemnification obligations made to any party (including any seller representative, if any) are several, not joint and obligations sold several, in proportion to the consideration paid to each and assigned pursuant to clause (i) above (the rights and obligations sold and assigned maximum indemnification obligation of any Tag-Along Member or other Subject Party shall not exceed the amount of the cash proceeds actually received by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) such Person in such Tag-Along Sale or Drag-Along Sale, and (iivii) above being referred at the closing of such Tag-Along Sale or the Drag-Along Sale, as the case may be, the participating Tag-Along Members or other Subject Parties shall deliver certificates for all Units to herein collectively be sold, exchanged or otherwise Transferred by such Persons, duly endorsed for Transfer or termination, to the purchaser against delivery of the appropriate purchase price. Notwithstanding anything to the contrary contained in this Section 9.10, if the Seller or the Dragging Member agrees to escrow any amount of proceeds resulting from a Tag-Along Sale or the Drag-Along Sale, as [the][an] “Assigned Interest”)the case may be, or to accept indebtedness or other securities, then each Tag-Along Member or Subject Party shall be required to escrow a pro rata amount of its proceeds from such Tag-Along Sale or the Drag-Along Sale, as the case may be, or accept such indebtedness or other securities on the same terms as are applicable to the Seller or the Dragging Member. Each such sale If the Seller or the Dragging Member is given an option as to the form and assignment is without recourse amount of consideration to [the][any] Assignor be received, then, in the event of a Tag-Along Sale, all of the participating Tag-Along Members and, except as expressly provided in the event of a Drag-Along Sale, all of the Subject Parties, shall be given the same option. Further, and notwithstanding anything to the contrary contained in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document Section 9.10 no Class B Member shall be maintained obligated to provide non-competition covenants in favor of [the][each] Assigneeany Tag-Along Sale or Drag-Along Sale.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken counterparts, which together shall be deemed to constitute one and the same instrument. This Assignment and Acceptance and the rights and obligations Delivery of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt an executed counterpart of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part signature page of this Assignment and Acceptance Assumption by telecopy or other means of electronic imaging shall be effective as if set forth herein in fulldelivery of a manually executed counterpart of this Assignment and Assumption. For an agreed considerationTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EXHIBIT B FORM OF BORROWING REQUEST Xxxxxx Xxxxxxx Senior Funding, Inc., as Administrative Agent for the Lenders party to the Credit Agreement referred to below 0 Xxxxxxxxxx Xxxxx, 0xx Xxxxx Xxxxxxxx, Xxx Xxxx, 00000 Attention: Agency Team [the][eachDate] Assignor hereby irrevocably sells Ladies and assigns Gentlemen: The undersigned, Zynga Inc. (the “Borrower”), refers to [the Assignee][the respective AssigneesRevolving Credit Agreement, dated as of July [ ], 2011 (as the same may be amended, restated, amended and [the][each] Assignee restated, modified, extended and/or supplemented from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), among the Borrower, the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”) and you, as Administrative Agent for such Lenders, and hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]gives you notice, subject irrevocably, pursuant to and in accordance with the Standard Terms and Conditions and Section 2.3 of the Credit Agreement, as of that the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as undersigned hereby requests a Lender][their respective capacities as Lenders] Borrowing under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or and in that connection sets forth below the loan transactions governed thereby or in any way based on or related information relating to any such Borrowing (the “Proposed Borrowing”) as required by Section 2.3 of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.Credit Agreement:

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken counterparts, which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New York. EXHIBIT B-2 F TO CREDIT AND GUARANTY AGREEMENT FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment CERTIFICATE RE NON-BANK STATUS Reference is made to the Credit and Acceptance (this “Assignment and Acceptance”) is Guaranty Agreement, dated as of March 9, 2007 (as it may be amended, supplemented or otherwise modified, the Effective Date set forth below “Credit Agreement”; the terms defined therein and is entered into not otherwise defined herein being used herein as therein defined), by and between [the][each]1 Assignor identified in item 1 below among RELIANT PHARMACEUTICALS, INC. ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “AssigneeCompany”), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantor Subsidiaries, the Lenders party thereto from time to time and XXXXXXX XXXXX CREDIT PARTNERS L.P., as Lender, Sole Lead Arranger, Sole Bookrunner, Syndication Agent, Administrative Agent and Collateral Agent. [It is understood and agreed that the rights and obligations Pursuant to Section 2.20(c) of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as the undersigned hereby certifies that it is not a “bank” or other Person described in Section 881(c)(3) of the Effective Date inserted by the Administrative Agent Internal Revenue Code of 1986, as contemplated below (i) all of amended. [the Assignor’s][the respective Assignors’NAME OF LENDER] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.By: Name: Title: EXHIBIT G-1 TO CREDIT AND GUARANTY AGREEMENT FORM OF CLOSING DATE CERTIFICATE THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS:

General Provisions. This Agreement is not transferable by either Party without the other’s prior written consent (which shall not be unreasonably conditioned, delayed or withheld), except that either Party may (without consent) assign its rights and obligations hereunder to any entity that is controlled by, controls, or is under common control with the assigning Party or to any successor entity to all or substantially all of its business (by sale or other transfer of equity or assets, merger, consolidation, reorganization or otherwise). Without limiting the foregoing, Client shall also have the right to assign this Agreement, without consent of Synacor, pursuant to (a) the terms of a plan of reorganization in connection with the Bankruptcy Case; or (b) a sale of assets of Client, which includes this Agreement, pursuant to either Section 363 of the Bankruptcy Code or approval of such sale by the Bankruptcy Court (collectively, the “Bankruptcy Assignment and Acceptance shall Rights”). Except in connection with the exercise of the Bankruptcy Assignment Rights, Client may not, without the prior written consent of Synacor, assign this Agreement to any third party with whom Synacor has, as of the date of the proposed assignment, a valid, written agreement with respect to the provision of services that are, in all material respects, identical to the Services being provided in the aggregate hereunder. This Agreement will be binding upon, and inure to the benefit of, the parties successors, representatives and permitted assigns of the Parties. This Agreement (including any schedules, exhibits, riders, addendums, amendments and attachments) constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the Parties concerning the subject matter of this Agreement. No change, modification or waiver to this Agreement will be effective unless in writing and signed by both parties. In the event of any conflict or inconsistency between the terms and conditions in this Agreement and any schedule, exhibit, rider, attachment or addenda attached hereto, the terms and conditions of the Agreement will prevail. Except as expressly provided herein, any different or additional terms on any related purchase order, confirmation or similar form, even if signed by the Parties after the date hereof, shall have no force or effect on this Agreement. The Parties agree that Synacor and its employees and agents will be serving Client as independent contractors for all purposes and not as employees or partners of, or joint venturers with, Client, No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither Party has any authority of any kind to bind the other in any respect. Neither Synacor nor Client shall be or become liable or bound by any representation, act or omission whatsoever of the other. This Agreement is intended for the sole and exclusive benefit of the Parties hereto and their respective successors and permitted assigns. Except as expressly provided in Section 8(g) of the Addendum, neither Party intends to benefit any other person or entity, including, without limitation, a “third party beneficiary,” as that term may be defined by applicable statutory or case law, and no other person or entity who is not a party (including, without limitation, an obligor, borrower, or guarantor) shall have any right to rely upon this Agreement for any purpose whatsoever. The failure of either Party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after being sent, if sent for next day delivery by recognized overnight delivery service; or upon receipt, if sent by certified or registered mail, return receipt requested. This Assignment Agreement shall be governed by and Acceptance construed in accordance with the laws of the State of New York, USA without regard to the conflicts of laws provisions thereof. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees. Headings are for convenience of reference only and shall in no way affect interpretation of the Agreement. This Agreement may be executed by in one or more counterparts, each of the parties to this Assignment and Acceptance on any number of separate counterparts which (including by facsimile or other electronic transmissiononce executed) and shall be deemed an original, but all of said counterparts which taken together shall be deemed to constitute one and the same instrument. This Assignment and Acceptance and Neither Party shall have any rights against the rights and other Party hereto for the non-operation of facilities or the non-furnishing of services or fulfillment of obligations if such non-operation, non-furnishing or non-fulfillment is due to an act of the parties hereunder God or other cause beyond such Party’s reasonable control. All remedies, whether at law, in equity or pursuant to this Agreement shall be cumulative. SYNACOR, INC. ACC OPERATIONS, INC. (CLIENT) By: /s/ Gxxxxx Xxxxxxx By: /s/ Mxxxxx Xxxxx Name: Gxxxxx Xxxxxxx Name: Mxxxxx Xxxxx Title: SVP Title: CTO/SVP Date: 7/21/2004 Date: July 13th, 2004 SCHEDULE A TO SYNACOR MASTER SERVICES AGREEMENT PRODUCT & PRICING SCHEDULE This Schedule A forms a part of, and is governed by, and construed and interpreted in accordance withthe Synacor Master Services Agreement dated July 21 2004, the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below Synacor, Inc. and ACC Operations, Inc., including any schedules, attachments, exhibits, addenda, amendments or riders attached thereto ([the][eachcollectively, an] the “AssignorAgreement.”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized Any capitalized terms used but in this Schedule A and not defined herein shall have the meanings given ascribed to them such terms in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] AssigneeAgreement. The Standard Terms product deliverables and Conditions fees payable by Client to Synacor pursuant to the Agreement are set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assigneebelow.

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken counterparts, which together shall be deemed to constitute one and the same instrument. This Delivery of an executed counterpart of a signature page of this Assignment and Acceptance and the rights and obligations of the parties hereunder by telecopy shall be governed byeffective as delivery of a manually executed counterpart of this Assignment. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, and construed and interpreted in accordance withAND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, the law of the State of New YorkTHE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. EXHIBIT B-2 VII FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) SOLVENCY CERTIFICATE This Assignment and Acceptance SOLVENCY CERTIFICATE (this “Assignment and AcceptanceCertificate”) is delivered in connection with that certain Second Amended and Restated Credit Agreement dated as of the Effective Date set forth below and is entered into June [**•**], 2011 by and between [the][each]1 Assignor identified in item 1 below among others, U.S. Silica Company, a Delaware corporation, USS Holdings, Inc., a Delaware corporation ([the][each“Parent”), an] the financial institutions listed therein as Lenders (“AssignorLenders”), and BNP Paribas, as administrative agent (“Administrative Agent”) and [the][each]2 Assignee identified in item 2 below the other parties listed therein ([the][each, an] “Assignee”). [It is understood said Second Amended and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Restated Credit Agreement, as of it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, being the Effective Date inserted by “Credit Agreement”). Capitalized terms used herein without definition have the Administrative Agent same meanings as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments . This Solvency Certificate is being delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any Section 3.7 of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] AssignorCredit Agreement. The benefit undersigned is the [**Treasurer/Chief Financial Officer**] of each Security Document shall be maintained Parent and hereby further certifies as of the date hereof, to his or her knowledge and in favor his or her capacity as an officer of [the][each] Assignee.Parent, and not individually, as follows:

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including by facsimile telecopy or other electronic transmission) and all of said counterparts taken together transmission shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAcceptance. This Assignment and Acceptance Acceptance, and the rights and obligations of the parties hereunder hereunder, shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 ANNEX 1-2 TO THE CREDIT AGREEMENT FORM OF ASSIGNMENT AND ACCEPTANCE PROMISSORY NOTE (AFFILIATED LENDERREVOLVING CREDIT LOANS) This Assignment and Acceptance $ New York, New York [ , 20 ] FOR VALUE RECEIVED, the undersigned, TEX Operations Company LLC, a Delaware limited liability company (this the “Assignment and AcceptanceBorrower”), hereby unconditionally promises to pay to [Revolving Credit Lender] or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of (a) is [AMOUNT] [($[ ])], or, if less, (b) the aggregate unpaid principal amount, if any, of Revolving Credit Loans made by the Lender to the Borrower under that certain Credit Agreement, dated as of October 3, 2016 (as the Effective Date set forth below same may be amended, restated, amended and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][eachrestated, an] supplemented or otherwise modified, refinanced or replaced from time to time, the “AssignorCredit Agreement”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several ; capitalized terms used and not joint.]4 Capitalized terms used but not otherwise defined herein shall have the meanings given assigned to them such terms in the Credit Agreement), among TEX Intermediate Company LLC, a Delaware limited liability company, the Borrower, the Lenders and Letter of Credit Issuers party thereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, and the other parties named therein. The Borrower hereby further promises to pay interest on the unpaid principal amount of the Revolving Credit Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office or such other place as the Administrative Agent shall have specified. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) at the Default Rate. The Revolving Credit Loans evidenced hereby are subject to prepayment prior to the Maturity Date, in whole or in part, as provided in the Credit Agreement. This promissory note (this “Promissory Note”) is one of the promissory notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. The Revolving Credit Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Documents. The Borrower, for itself, its successors and assigns, hereby waives presentment, protest, demand and notice of any kind whatsoever in connection with this Promissory Note. All payments in respect of the principal of and interest on this Promissory Note shall be made to the Person recorded in the Register as the holder of this Promissory Note, as described more fully in Section 2.5(e) of the Credit Agreement, and such Person shall be treated as the Revolving Credit Lender hereunder for all purposes of the Credit Agreement. THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. TEX OPERATIONS COMPANY LLC By: Name: Title: [Signature Page to Promissory Note (Revolving Credit Loans)] LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Revolving Credit Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT K-2 TO THE CREDIT AGREEMENT FORM OF PROMISSORY NOTE (TERM LOANS) $ New York, New York [ , 20 ] FOR VALUE RECEIVED, the undersigned, TEX Operations Company LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally promises to pay to [Term Loan Lender] or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of (a) [AMOUNT] [($[ ])], or, if less, (b) the aggregate unpaid principal amount, if any, of Term Loans made by the Lender to the Borrower under that certain Credit Agreement, dated as of October 3, 2016 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement), among TEX Intermediate Company LLC, a Delaware limited liability company, the Borrower, the Lenders and Letter of Credit Issuers party thereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, and the other parties named therein. The Borrower hereby further promises to pay interest on the unpaid principal amount of the Term Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office or such other place as the Administrative Agent shall have specified. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) at the Default Rate. The Term Loans evidenced hereby are subject to prepayment prior to the Maturity Date, in whole or in part, as provided in the Credit Agreement. This promissory note (this “Promissory Note”) is one of the promissory notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. The Term Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Documents. The Borrower, for itself, its successors and assigns, hereby waives presentment, protest, demand and notice of any kind whatsoever in connection with of this Promissory Note. All payments in respect of the principal of and interest on this Promissory Note shall be made to the Person recorded in the Register as the holder of this Promissory Note, as described more fully in Section 2.5(e) of the Credit Agreement, and such Person shall be treated as the Term Loan Lender hereunder for all purposes of the Credit Agreement. THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. [Signature page follows] TEX OPERATIONS COMPANY LLC By: Name: Title: [Signature Page to Promissory Note (Term Loans)] LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Term Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT K-3 TO THE CREDIT AGREEMENT FORM OF PROMISSORY NOTE (TERM C LOANS) $ New York, New York [ , 20 ] FOR VALUE RECEIVED, the undersigned, TEX Operations Company LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally promises to pay to [Term C Loan Lender] or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of (a) [AMOUNT] [($[ ])], or, if less, (b) the aggregate unpaid principal amount, if any, of Term C Loans made by the Lender to the Borrower under that certain Credit Agreement, dated as of October 3, 2016 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement), among TEX Intermediate Company LLC, a Delaware limited liability company, the Borrower, the Lenders and Letter of Credit Issuers party thereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, and the other parties named therein. The Borrower hereby further promises to pay interest on the unpaid principal amount of the Term C Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office or such other place as the Administrative Agent shall have specified. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) at the Default Rate. The Term C Loans evidenced hereby are subject to prepayment prior to the Maturity Date, in whole or in part, as provided in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto This promissory note (the this “Standard Terms and ConditionsPromissory Note”) are hereby agreed is one of the promissory notes referred to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto is entitled to the extent related benefits thereof and may be prepaid in whole or in part subject to the amount terms and percentage interest identified below conditions provided therein. The Term C Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Documents. The Borrower, for itself, its successors and assigns, hereby waives presentment, protest, demand and notice of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] any kind whatsoever in connection with this Promissory Note. All payments in respect of the Term Loan Commitments principal of and Term Loans identified below and (ii) interest on this Promissory Note shall be made to the extent permitted to be assigned under applicable lawPerson recorded in the Register as the holder of this Promissory Note, all claims, suits, causes as described more fully in Section 2.5(e) of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or and such Person shall be treated as the loan transactions governed thereby or in any way based on or related to any Term C Loan Lender hereunder for all purposes of the foregoingCredit Agreement. THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, includingCONSTRUED AND INTERPRETED IN ACCORDANCE WITH, but not THE LAWS OF THE STATE OF NEW YORK. [Signature page follows] TEX OPERATIONS COMPANY LLC By: Name: Title: [Signature Page to Promissory Note (Term C Loans)] LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Term C Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT L TO THE CREDIT AGREEMENT FORM OF INCREMENTAL AMENDMENT INCREMENTAL AMENDMENT, dated as of [ , 20 ] (this “Agreement”), by and among [LENDERS PROVIDING NEW LOANS] (each, a “New Loan Lender” and, collectively, the “New Loan Lenders”), TEX Operations Company LLC, a Delaware limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above liability company (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i“Borrower”) and (ii) above being referred to herein collectively Deutsche Bank AG New York Branch, as [the][an] “Assigned Interest”). Each such sale Administrative Agent and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] AssigneeCollateral Agent.

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including by facsimile fax or other electronic transmission) and all of said counterparts taken together delivery shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAcceptance. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. (Remainder of page intentionally left blank) EXHIBIT B-2 H-1 TO CREDIT AGREEMENT FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of NOTE _______________, _____ FOR VALUE RECEIVED, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][eachundersigned, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto Delaware limited liability company (the “Standard Terms and ConditionsBorrower”) are ), hereby agreed promises to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed considerationpay to ________________ or registered assigns (the “Lender”), [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and provisions of the Agreement (as hereinafter defined), the principal amount of each Loan (other than Swingline Loans) from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of May 10, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the Effective Date inserted “Agreement,” the terms defined therein being used herein as therein defined), among the Borrower, Talos Energy Inc., a Delaware corporation, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Swingline Lender, JPMorgan Chase Bank, N.A., Natixis, New York Branch, and The Toronto-Dominion Bank, New York Branch, as Issuing Banks, and the other Persons from time to time party thereto. The Borrower promises to pay interest on the unpaid principal amount of each Loan (other than Swingline Loans) from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the ratable account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in Section 2.8(c) of the Agreement. This Note is subject to mandatory prepayments and to voluntary prepayments and to all other terms and conditions as provided in the Agreement. This Note is one of the promissory notes referred to in the Agreement and is entitled to the benefits thereof. This Note is also entitled to the benefits of the other Credit Documents and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans (other than Swingline Loans) made by the Lender shall be evidenced by an account or accounts maintained by the Lender and by the Register and subaccounts maintained by the Administrative Agent as contemplated below in accordance with the Agreement. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans (iother than Swingline Loans) all and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of [protest, demand, dishonor and non-payment of this Note. No failure to exercise and no delay in exercising, on the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] part of the Administrative Agent, any right, remedy, power or privilege hereunder or under the Credit Agreement and Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other documents or instruments delivered pursuant thereto to further exercise thereof or the extent related to the amount and percentage interest identified below exercise of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right right, remedy, power or privilege. A waiver by the Administrative Agent of [the Assignor (in its capacity any right, remedy, power or privilege hereunder or under any Credit Document on any one occasion shall not be construed as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related bar to any of right or remedy that the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] AssignorAdministrative Agent would otherwise have on any future occasion. The benefit rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of each Security Document shall be maintained in favor of [the][each] Assigneeany rights, remedies, powers and privileges provided by law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile telecopy or other electronic transmissionimaging (including in .pdf format) and all of said counterparts taken together means shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 D-2 FORM OF AFFILIATED LENDER ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) ASSUMPTION This Affiliated Lender Assignment and Acceptance Assumption (this “Affiliated Lender Assignment and AcceptanceAssumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Syndicated Facility Agreement (First Lien) identified below, receipt of a copy of which is hereby acknowledged by [the] [each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Affiliated Lender Assignment and Acceptance Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit AgreementSyndicated Facility Agreement (First Lien), as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Syndicated Facility Agreement (First Lien) and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of under the Term Loan Commitments and Term Loans respective facilities identified below (including, without limitation, participations in Swing Line Loans and L/C Obligations included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit AgreementSyndicated Facility Agreement (First Lien), any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Affiliated Lender Assignment and AcceptanceAssumption, without representation or warranty by [the][any] Assignor. The benefit With respect to any Effective Date set forth below that is on or before the date that is twenty-four (24) months after the Delayed Draw Funding Date, [the] [each] Assignee has provided directly to the Borrower Representative, at least 3 Business Days prior to such Effective Date, the applicable United States Federal Withholding Tax Certification pursuant to Section 3.01(c) of each Security Document shall be maintained the 1 For bracketed language here and elsewhere in favor of [the][each] Assigneethis form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance Assumption and the rights and obligations of the parties hereunder 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. EXHIBIT B-2 E-1 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) LEGAL OPINION OF DEBEVOISE & XXXXXXXX LLP EXHIBIT E-2 FORM OF LEGAL OPINION OF MORRIS, NICHOLS, ARSHT & XXXXXXX LLP EXHIBIT F FORM OF EXEMPTION CERTIFICATE Reference is made to the Mezzanine Credit Agreement, dated as of July 31, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the Effective Date set forth below “Mezzanine Credit Agreement”), among Explorer Investor Corporation, a Delaware corporation, Explorer Merger Sub Corporation, a Delaware corporation, Booz Xxxxx Xxxxxxxx Inc., a Delaware corporation (the “Borrower”), the several banks and is entered into by and between [the][each]1 Assignor identified other financial institutions or entities from time to time parties thereto, Credit Suisse, as Administrative Agent (in item 1 below ([the][eachsuch capacity, an] the “AssignorAdministrative Agent”) and [the][each]2 Assignee identified Credit Suisse Securities (USA) LLC, Banc of America Securities LLC and Xxxxxx Brothers Inc., as Joint Lead Arrangers and Joint Bookrunners. Unless otherwise defined herein, terms defined in item 2 below ([the][each, an] “Assignee”). [It is understood the Mezzanine Credit Agreement and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Mezzanine Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] AssigneeAgreement. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and ConditionsNon-US Lender”) are hereby agreed is providing this certificate pursuant to and incorporated herein by reference and made a part Section 2.10(d) of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Mezzanine Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.Non-US Lender hereby represents and warrants that:

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAcceptance. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 I FORM OF ASSIGNMENT AND ACCEPTANCE INTERCOMPANY NOTE [This Note, and the obligations of [ ], a [ ] [corporation] [limited liability company] (AFFILIATED LENDER) This Assignment the “Payor”), hereunder, shall be subordinate and Acceptance junior in right of payment to all Senior Indebtedness (this as defined in Section 7 of the Intercompany Subordination Agreement by and among Ditech Holding Corporation (formerly known as Xxxxxx Investment Management Corp.), a Maryland corporation (the “Assignment Borrower”), Credit Suisse AG, Cayman Islands Branch as collateral agent and Acceptanceeach subsidiary of the Borrower from time to time party thereto (as amended, modified, restated and/or supplemented from time to time, the “Intercompany Subordination Agreement”) on the terms and conditions set forth in the Intercompany Subordination Agreement.]22 New York, New York , FOR VALUE RECEIVED, the Payor hereby promises to pay [on demand] [on [DATE]] to the order of , or its assigns (the “Payee”), in lawful money of the United States of America in immediately available funds, at such location in the United States of America as the Payee shall from time to time designate, the unpaid principal amount of all loans and advances made by the Payee to the Payor. The Payor also promises to pay interest on the unpaid principal amount hereof in like money at said location from the date hereof until paid at such rate per annum as shall be agreed upon from time to time by the Payor and the Payee. Upon the earlier to occur of (x) the commencement of any bankruptcy, reorganization, receivership, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar proceeding of any jurisdiction relating to the Payor or (y) any exercise of remedies (including the termination of the Commitments (as defined in the Credit Agreement)) pursuant to Article 7 of the Credit Agreement referred to below, the unpaid principal amount hereof and any applicable accrued but unpaid interest thereon shall become immediately due and payable without presentment, demand, protest or notice of any kind in connection with this Note. This Note is one of the Intercompany Notes referred to in the Second Amended and Restated Credit Agreement, dated as of February 9, 2018 among the Effective Date set forth below Borrower, the lenders from time to time party thereto (the “Lenders”), and is entered into by Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and between [the][each]1 Assignor identified in item 1 below Collateral Agent ([the][eachas amended, an] restated, modified and/or supplemented from time to time, the “AssignorCredit Agreement”) and is subject to the terms thereof[the][each]2 Assignee identified in item 2 below , and shall be pledged by the Payee pursuant to the Pledge Agreement ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not as defined herein shall have the meanings given to them in the Credit Agreement). The Payor hereby acknowledges and agrees that the Pledgee (as defined in the Pledge Agreement) may, pursuant to the Pledge Agreement identified belowas in effect from time to time, receipt of a copy exercise all rights provided therein with respect to this Note].23 22 EACH PROMISSORY NOTE EVIDENCING AN INTERCOMPANY LOAN INCURRED BY ANY CREDIT PARTY OWING TO ANY SUBSIDIARY OF THE BORROWER THAT IS NOT A CREDIT PARTY THAT IS PERMITTED BY THE CREDIT AGREEMENT SHALL HAVE INCLUDED ON ITS FACE THIS BRACKETED LEGEND. 23 INSERT IN EACH INTERCOMPANY NOTE UNDER WHICH THE PAYEE IS A CREDIT PARTY (AS DEFINED IN THE CREDIT AGREEMENT). The Payee is hereby authorized (but shall not be required) to record all loans and advances made by it to the Payor (all of which is hereby acknowledged shall be evidenced by [the] [each] Assigneethis Note), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein. All payments under this Note shall be made without offset, counterclaim or deduction of any kind. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are Payor hereby agreed to and incorporated herein by reference and made a part waives presentment, demand, protest or notice of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or kind in connection with this Note. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * [NAME OF PAYOR] By: Name: Title: Pay to the order of [NAME OF PAYEE] By: Name: Title: EXHIBIT J FORM OF ADMINISTRATIVE QUESTIONNAIRE DITECH HOLDING CORPORATION INVESTMENT MANAGEMENT Agent Information Agent Closing Contact Credit AgreementSuisse AG, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any Cayman Islands Branch Xxx Xxxxxxx Eleven Madison Avenue Tel: (000) 000-0000 Xxx Xxxx, XX 00000 Fax: (000) 000-0000 E-Mail: Xxx.Xxxxxxx@xxxxxx-xxxxxx.xxx Agent Wire Instructions Bank of New York ABA 000000000 Account Name: CS Agency Cayman Account Account Number: 8900492627 It is very important that all of the foregoingrequested information be completed accurately and that this questionnaire be returned promptly. If your institution is sub-allocating its allocation, includingplease fill out an administrative questionnaire for each legal entity. Legal Name of Lender to appear in Documentation: Signature Block Information: • Signing Credit Agreement Yes No • Coming in via Assignment Yes No Type of Lender: (Bank, but not limited toAsset Manager, contract claimsBroker/Dealer, tort claimsCLO/CDO; Finance Company, malpractice claimsHedge Fund, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Insurance, Mutual Fund, Pension Fund, Other Regulated Investment Fund, Special Purpose Lender Parent: Lender Domestic Address Lender Eurodollar Address Contacts/Notification Methods: Borrowings, Paydowns, Interest”), Fees, etc. Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] AssigneePrimary Credit Contact Secondary Credit Contact Name: Company: Title: Address: Telephone: Facsimile: E-Mail Address: Primary Operations Contact Secondary Operations Contact Name: Company: Title: Address: Telephone: Facsimile: E-Mail Address: Lender’s Domestic Wire Instructions Bank Name: ABA/Routing No.: Account Name: Account No.: FFC Account Name: FFC Account No.: Attention: Reference:

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken counterparts, which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart Annex 1-1 of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law internal laws of the State of New York. EXHIBIT B-2 L FORM OF ASSIGNMENT AND ACCEPTANCE PROMISSORY NOTE New York, New York $ [ ], 201[ ] FOR VALUE RECEIVED, the undersigned, KFN NR INVESTORS L.P., a Delaware limited partnership (AFFILIATED LENDER) This Assignment and Acceptance the “Borrower”), hereby unconditionally promises to pay to the order of [Lender] or its registered assigns (this the “Assignment and AcceptanceLender”), at the Administrative Agent’s Office or such other place as JPMORGAN CHASE BANK, N.A. (the “Administrative Agent”) is dated as shall have specified, in Dollars and in immediately available funds, in accordance with Section 5.3 of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below Credit Agreement ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several as defined below; capitalized terms used and not joint.]4 Capitalized terms used but not otherwise defined herein shall have the meanings given assigned to them such terms in Section 1 of the Credit Agreement identified belowAgreement) on the Maturity Date, receipt the principal amount of a copy [ ] US Dollars ($[ ]) or, if less, the aggregate unpaid principal amount of which is hereby acknowledged all Loans, if any, made by [the] [each] Assigneethe Lender to the Borrower pursuant to the Credit Agreement. The Standard Terms Borrower further unconditionally promises to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates per annum and Conditions set forth on the dates specified in Annex 1 attached hereto (Section 2.8 of the “Standard Terms and Conditions”) are hereby agreed Credit Agreement. This Promissory Note is one of the promissory notes referred to and incorporated herein by reference and made a part in Section 13.6 of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, dated as of October 29, 2010 (as amended, replaced, amended and restated, supplemented or otherwise modified from time to time, the Effective Date inserted “Credit Agreement”), among Borrower, the lenders from time to time party thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent and Letter of Credit Issuer (such terms and each other capitalized term used but not defined herein having the meaning provided in Section 1 of the Credit Agreement). This Promissory Note is subject to, and the Lender is entitled to the benefits of, the provisions of the Credit Agreement, and the Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Documents. The Loans evidenced hereby are subject to prepayment prior to the Maturity Date, in whole or in part, as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Promissory Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive diligence, presentment, demand, protest and notice of any kind whatsoever in connection with this Promissory Note. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or the Lender, any right, remedy, power or privilege hereunder or under the Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. A waiver by the Administrative Agent as contemplated below (i) all or the Lender of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity any right, remedy, power or privilege hereunder or under any Credit Document on any one occasion shall not be construed as a Lender][their respective capacities as Lenders] under bar to any right or remedy that the Credit Agreement Administrative Agent or the Lender would otherwise have on any future occasion. The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other documents or instruments delivered pursuant thereto to the extent related to the amount rights, remedies, powers and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] privileges provided by law. All payments in respect of the Term Loan Commitments principal of and Term Loans identified below and (ii) interest on this Promissory Note shall be made to the extent permitted to be assigned under applicable lawPerson recorded in the Register as the holder of this Promissory Note, all claims, suits, causes as described more fully in Section 2.5 of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or and such Person shall be treated as the loan transactions governed thereby or in any way based on or related to any Lender hereunder for all purposes of the foregoingCredit Agreement. THIS PROMISSORY NOTE SHALL BE GOVERNED BY, includingAND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] AssigneeTHE LAW OF THE STATE OF NEW YORK.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile telecopy or other electronic transmission) and all method of said counterparts taken together transmission shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 H FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is GUARANTY AGREEMENT THIS GUARANTY AGREEMENT dated as of June 21, 2011 is executed and delivered by each of the Effective Date set forth below undersigned and is entered into by the other Persons from time to time party hereto pursuant to the execution and between [the][each]1 Assignor identified delivery of an Accession Agreement in item 1 below the form of Annex I hereto ([the][eachall of the undersigned, an] together with such other Persons each a “AssignorGuarantor” and collectively, the “Guarantors”) and [the][each]2 Assignee identified in item 2 below favor of XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent ([the][eachthe “Administrative Agent”) for the Lenders under that certain Credit Agreement dated as of June 21, an] 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “AssigneeCredit Agreement”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several ; capitalized terms used herein and not joint.]4 Capitalized terms used but not otherwise defined herein shall have the meanings given ascribed to them such terms in the Credit Agreement identified belowAgreement), receipt of by and among AmeriGas Propane, L.P., a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto Delaware limited partnership (the “Standard Terms Borrower”), AmeriGas Propane, Inc., a Pennsylvania corporation (the “General Partner”), the financial institutions party thereto and Conditionstheir assignees under Section 14.10 thereof (the “Lenders”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration), [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Administrative Agent, and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]other parties thereto, subject to and in accordance with the Standard Terms and Conditions for its benefit and the Credit Agreement, as benefit of the Effective Date inserted by Lenders, the Swingline Lender, the Issuing Lender and any Affiliate of a Lender or any other Person to whom Obligations are owed from time to time (the Administrative Agent as contemplated below (i) all of [Agent, the Assignor’s][the respective Assignors’] rights Lenders, the Swingline Lender, the Issuing Lender, such Affiliates and obligations in [its capacity as such other Persons each individually a Lender][their respective capacities as Lenders] under “Guarantied Party” and collectively, the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned InterestGuarantied Parties”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Acceptance and adoption of the parties to terms of this Assignment and Acceptance on Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken together Electronic System shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 B FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment COMPLIANCE CERTIFICATE , 20 KeyBank National Association, as Administrative Agent 0000 Xxxxxxxx Xxxx Brooklyn, Ohio 44144 Attention: Agency Services Each Lender party to the Credit Agreement referred to below Ladies and Acceptance (this “Assignment Gentlemen: Reference is made to that certain Revolving Credit and Acceptance”) is Term Loan Agreement, dated as of March 1, 2016 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the Effective Date set forth below “Credit Agreement”), among The Xxxxxx Companies, Inc., a Delaware corporation (the “Company”), CooperVision International Holding Company, LP, a limited partnership registered in England and is entered into by Wales under No. LP3698 and between [the][each]1 Assignor identified in item 1 below duly registered under the Companies Act of Barbados ([the][each“CooperVision International” and together with the Company, an] each a “AssignorBorrower” and collectively, the “Borrowers”) ), KeyBank National Association, as administrative agent (the “Administrative Agent”), and [the][each]2 Assignee identified in item 2 below each lender from time to time party thereto ([the][each, an] the “AssigneeLenders”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but herein and not otherwise defined herein shall have the meanings given assigned to them in the Credit Agreement identified below, receipt Agreement. Pursuant to Section 5.01(c) of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by undersigned hereby certifies, in the capacity set forth below and not in any individual capacity, to the Administrative Agent and the Lenders as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.follows:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. 2 The concept of “Foreign Lender” should be conformed to the section in the Credit Agreement governing Taxes. Acceptance of the parties to terms of this Assignment and Acceptance on Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken together Electronic System shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) B COMPLIANCE CERTIFICATE Date: To: The Lenders parties to the Credit Agreement Described Below This Assignment and Acceptance (this “Assignment and Acceptance”) Compliance Certificate is furnished pursuant to that certain Credit Agreement dated as of December 19, 2014 (as amended, modified, renewed or extended from time to time, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “AssignorAgreement”) and [the][each]2 Assignee identified in item 2 below among A.S.V., Inc. ([the][each, an] the “AssigneeBorrower”), the other Loan Parties, the Lenders party thereto and XXXXXXXX LOAN AGENCY SERVICES LLC, as Administrative Agent for the Lenders. [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized Unless otherwise defined herein, capitalized terms used but not defined herein shall in this Compliance Certificate have the meanings given to them ascribed thereto in the Credit Agreement identified below, receipt Agreement. In the event of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms any conflict between the calculations required under this certificate and Conditions set forth in Annex 1 attached hereto (those required under the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as the terms of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”)shall control. Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.THE UNDERSIGNED HEREBY CERTIFIES THAT:

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

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including by facsimile or and other electronic transmission) 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 of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law internal laws of the State of New YorkYork without regard to conflict of laws principles thereof. EXHIBIT B-2 FORM OF ASSIGNMENT E TO CREDIT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment GUARANTY AGREEMENT CERTIFICATE RE NON-BANK STATUS Reference is made to the Credit and Acceptance (this “Assignment and Acceptance”) is Guaranty Agreement, dated as of February 8, 2012 (as it may be amended, supplemented or otherwise modified, the Effective Date set forth below “Credit Agreement”; the terms defined therein and is entered into not otherwise defined herein being used herein as therein defined), by and between [the][each]1 Assignor identified in item 1 below among TRONOX PIGMENTS ([the][eachNETHERLANDS) B.V., an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto private limited liability company incorporated under Dutch law (the “Standard Terms Borrower”), TRONOX INCORPORATED, a Delaware corporation (“US Holdings”), certain Subsidiaries of Holdings, as Guarantors, XXXXXXX XXXXX BANK USA, as Sole Lead Arranger, Joint Bookrunner, Administrative Agent, Collateral Agent and Conditions”Syndication Agent, DEUTSCHE BANK SECURITIES INC., as Joint Bookrunner and Documentation Agent and the other Agents and Lenders party thereto from time to time. Pursuant to Section 2.17(c) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, the undersigned hereby certifies that it is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code of 1986, as amended. [NAME OF LENDER] By: Name: Title: EXHIBIT F-1 TO CREDIT AND GUARANTY AGREEMENT CLOSING DATE CERTIFICATE February 8, 2012 THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS, in each case as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights date hereof and obligations in [its his/her capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or an Authorized Officer but not in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.individual capacity:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns permitted assignspursuant to the Credit Agreement. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile fax or other electronic transmission) and all of said counterparts taken together delivery shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 TO CREDIT AGREEMENT FORM OF ASSIGNMENT AND ACCEPTANCE NOTE , FOR VALUE RECEIVED, the undersigned, a Delaware limited partnership (AFFILIATED LENDERthe “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan (other than Swingline Loans) This Assignment and Acceptance (this “Assignment and Acceptance”) is from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 25, 2014 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the Effective Date “Credit Agreement”; the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and HSBC Bank USA, National Association, as the Administrative Agent, the Collateral Agent, a Swingline Lender and an Issuing Bank, and each other Issuing Bank from time to time party thereto. The Borrower promises to pay interest on the unpaid principal amount of each Loan (other than Swingline Loans) from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the ratable account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth below in Section 2.8(c) of the Credit Agreement. This Note is subject to mandatory prepayments and to voluntary prepayments and to all other terms and conditions as provided in the Credit Agreement. This Note is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that one of the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given promissory notes referred to them in the Credit Agreement identified belowand is entitled to the benefits thereof. This Note is also entitled to the benefits of the other Credit Documents and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, receipt of a copy of which is hereby acknowledged all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans (other than Swingline Loans) made by [the] [each] Assignee. The Standard Terms the Lender shall be evidenced by an account or accounts maintained by the Lender and Conditions set forth in Annex 1 attached hereto (by the “Standard Terms Register and Conditions”) are hereby agreed to and incorporated herein subaccounts maintained by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and Administrative Agent in accordance with the Standard Terms Credit Agreement. The Lender may also attach schedules to this Note and Conditions endorse thereon the date, amount and maturity of its Loans (other than Swingline Loans) and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. No failure to exercise and no delay in exercising, on the part of the Administrative Agent, any right, remedy, power or privilege hereunder or under the Credit AgreementDocuments shall operate as a waiver thereof, as nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the Effective Date inserted exercise of any other right, remedy, power or privilege. A waiver by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity any right, remedy, power or privilege hereunder or under any Credit Document on any one occasion shall not be construed as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related bar to any of right or remedy that the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] AssignorAdministrative Agent would otherwise have on any future occasion. The benefit rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of each Security Document shall be maintained in favor of [the][each] Assigneeany rights, remedies, powers and privileges provided by law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken counterparts, which together shall be deemed to constitute one instrument. Acceptance and adoption of the terms of this Assignment by the Assignee and the same instrumentAssignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment by any Approved Electronic Platform shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment and Acceptance and the rights and obligations of the parties Parties hereunder shall be governed by, and construed and interpreted in accordance with, the law internal laws of the State of New York. EXHIBIT B-2 E TO SENIOR SUBORDINATED TERM LOAN AND GUARANTY AGREEMENT [FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment OF] CERTIFICATE RE NON-BANK STATUS Reference is made to the Senior Subordinated Term Loan and Acceptance (this “Assignment and Acceptance”) is Guaranty Agreement, dated as of February 7, 2019 (as it may be amended, restated, supplemented or otherwise modified, the Effective Date set forth below “Credit Agreement”; the terms defined therein and is entered into not otherwise defined herein being used herein as therein defined), by and between [the][each]1 Assignor identified among OZ MANAGEMENT LP, a Delaware limited partnership (“OZM”), as a Borrower and as a Guarantor, OZ ADVISORS LP, a Delaware limited partnership (“Advisors”), as a Borrower and as a Guarantor, OZ ADVISORS II LP, a Delaware limited partnership (“Advisors II”, together with OZM and Advisers, the “Borrowers”, and each a “Borrower”), as a Borrower and as a Guarantor, the other Guarantors party thereto from time to time, as Guarantors, the Lenders party thereto from time to time, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent (together with its permitted successors in item 1 below ([the][eachsuch capacity, an] “AssignorAdministrative Agent”) and [the][each]2 Assignee identified in item 2 below ([the][eachXXXXXX X. OCH, an] “Assignee”)as the Initial Lender Representative. [It is understood and agreed that the rights and obligations Pursuant to Section 2.16(f) of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below undersigned hereby certifies that it is not (i) all a “bank” within the meaning of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect Section 881(c)(3)(A) of the Term Loan Commitments and Term Loans identified below and Code, (ii) to a “10-percent shareholder” of any Borrower within the extent permitted to be assigned under applicable law, all claims, suits, causes meaning of action Section 871(h)(3)(B) of the Code or (iii) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or that no payments in connection with the any Credit AgreementDocument are effectively connected with a U.S. trade or business. [NAME OF LENDER] By: Name: Title: EXHIBIT F TO SENIOR SUBORDINATED TERM LOAN AND GUARANTY AGREEMENT [FORM OF] CLOSING DATE CERTIFICATE February 7, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.2019 THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment to Amended and Acceptance (this “Assignment and Acceptance”) is Restated Credit Agreement dated as of the Effective Date set forth below and is entered into June 27, 2017 by and between [the][each]1 Assignor identified in item 1 below among Switch, Ltd., as Borrower, the lenders party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent FORM OF U.S. TAX COMPLIANCE CERTIFICATE ([the][eachNON-PARTNERSHIP FOREIGN LENDERS) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement dated as of June 27, an] 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “AssigneeCredit Agreement”), by and among Switch, Ltd., a Nevada limited liability company (the “Borrower”), the lenders who are or may become a party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent. [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but herein and not defined herein shall have the meanings given to them assigned thereto in the Credit Agreement identified below, receipt Agreement. Pursuant to the provisions of a copy Section 5.11 of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as the undersigned hereby certifies that (a) it is the sole record and beneficial owner of the Effective Date inserted by Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (b) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (c) it is not a ten percent (10%) shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (d) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (b) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments. [NAME OF XXXXXX] By: Name: Title: Date: ________ __, 20__ to Amended and Restated Credit Agreement dated as contemplated below of June 27, 2017 by and among Switch, Ltd., as Borrower, the lenders party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent FORM OF U.S. TAX COMPLIANCE CERTIFICATE (NON-PARTNERSHIP FOREIGN PARTICIPANTS) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement dated as of June 27, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Switch, Ltd., a Nevada limited liability company (the “Borrower”), the lenders who are or may become party a thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. Pursuant to the provisions of Section 5.11 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (b) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (c) it is not a ten percent (10%) shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (d) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (b) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20__ to Amended and Restated Credit Agreement dated as of June 27, 2017 by and among Switch, Ltd., as Borrower, the lenders party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN PARTICIPANT PARTNERSHIPS) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement dated as of June 27, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Switch, Ltd., a Nevada limited liability company (the “Borrower”), the lenders who are or may become party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. Pursuant to the provisions of Section 5.11 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the participation in respect of which it is providing this certificate, (b) its direct or indirect partners/members are the sole beneficial owners of such participation, (c) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (d) none of its direct or indirect partners/members is a ten percent (10%) shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (e) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (a) an IRS Form W-8BEN-E or (b) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (i) all of [if the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under information provided on this certificate changes, the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of undersigned shall promptly so inform such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below Lender and (ii) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the extent permitted undersigned, or in either of the two (2) calendar years preceding such payments. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20__ EXHIBIT H-4 to be assigned under applicable lawAmended and Restated Credit Agreement dated as of June 27, all claims2017 by and among Switch, suitsLtd., causes of action and any other right of [as Borrower, the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities lenders party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN LENDER PARTNERSHIPS) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement dated as of June 27, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)] against any Person, whether known by and among Switch, Ltd., a Nevada limited liability company (the “Borrower”), the lenders who are or unknownmay become party thereto, arising under or as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in connection with the Credit Agreement. Pursuant to the provisions of Section 5.11 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (b) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (c) with respect to the extension of credit pursuant to the Credit Agreement or any other documents or instruments delivered pursuant thereto or Loan Document, neither the loan transactions governed thereby or in any way based on or related to undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the foregoingordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims (d) none of its direct or indirect partners/members is a ten percent (10%) shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and all other claims at law (e) none of its direct or in equity indirect partners/members is a controlled foreign corporation related to the rights Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and obligations sold and assigned pursuant to clause the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (a) an IRS Form W-8BEN-E or (b) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (i) above (if the rights information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) the Administrative Agent and (ii) above being referred the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to herein collectively be made to the undersigned, or in either of the two (2) calendar years preceding such payments. [NAME OF XXXXXX] By: Name: Title: Date: ________ __, 20__ EXHIBIT I to Amended and Restated Credit Agreement dated as [the][an] “Assigned Interest”). Each such sale of June 27, 2017 by and assignment is without recourse to [the][any] Assignor andamong Switch, except Ltd., as expressly provided in this Assignment Borrower, the lenders party thereto, as Lenders, and AcceptanceXxxxx Fargo Bank, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.National Association, as Administrative Agent FORM OF AUCTION PROCEDURES

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed in counterparts (and by one or more different parties hereto on different counterparts), each of the parties to which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together transmission shall be deemed to constitute one as effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, with and governed by the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE I Form of Intercompany Note INTERCOMPANY NOTE __________, ____ FOR VALUE RECEIVED, [NAME of PAYER] (AFFILIATED LENDER) the “Payer”), hereby promises to pay on demand to the order of __________ or its assigns (the “Payee”), in lawful money of __________ in immediately available funds, at such location as the Payee shall from time to time designate, the unpaid principal amount of all loans and advances made by the Payee to the Payer. The Payer promises also to pay interest on the unpaid principal amount hereof in like money at said office from the date hereof until paid at such rate per annum as shall be agreed upon from time to time by the Payer and Payee. Upon the commencement of any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar proceeding of any jurisdiction relating to the Payer, the unpaid principal amount hereof shall become immediately due and payable without presentment, demand, protest or notice of any kind in connection with this Note. This Assignment and Acceptance (this “Assignment and Acceptance”) Note is one of the Intercompany Notes referred to in the Credit Agreement, dated as of November 28, 2001, as amended and restated as of April 10, 2002, as further amended and restated as of December 22, 2005, among Compass Minerals International, Inc. (formerly known as Salt Holdings Corporation), Compass Minerals Group, Inc., Sifto Canada Corp., Salt Union Limited, the Effective Date set forth below lenders from time to time party thereto and is entered into by and between [the][each]1 Assignor identified in item 1 below JPMorgan Chase Bank, N.A., as Administrative Agent, ([the][eachas amended, an] restated, modified and/or supplemented from time to time, the “AssignorCredit Agreement”) and [the][each]2 Assignee identified in item 2 below is subject to the terms thereof, and shall be pledged by the Payee pursuant to the US Collateral and Guaranty Agreement or the applicable Foreign Pledge Agreement ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not each as defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] AssigneeAgreement). The Standard Terms Payer hereby acknowledges and Conditions agrees that the Collateral Agent (as defined in the US Collateral and Guaranty Agreement or the applicable Foreign Pledge Agreement) may, pursuant to such agreement as in effect from time to time, exercise all rights provided therein with respect to this Note].7 This Note, and all of the Payer’s obligations hereunder, shall be subordinate and junior to all Senior Indebtedness (as defined in Section 1.07 of Annex A hereto) on the terms and conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and A hereto, which Annex A is incorporated herein by reference and made a part of this Assignment and Acceptance hereof as if set forth herein in full. For an agreed consideration, [the][each] Assignor its entirety.8 The Payee is hereby irrevocably sells authorized to record all loans and assigns advances made by it to [the Assignee][the respective Assignees]Payer (all of which shall be evidenced by this Note), and [the][each] Assignee hereby irrevocably purchases all repayments or prepayments thereof in books and assumes from [the Assignor][the respective Assignors]records, subject to such books and in accordance with the Standard Terms and Conditions and the Credit Agreement, as records constituting prima facie evidence of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect accuracy of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (information contained therein. _______________________ 1 Insert in its capacity as each Intercompany Note held by a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] AssigneeParty.

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAcceptance. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New YorkTexas. EXHIBIT B-2 B FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) COMPLIANCE CERTIFICATE [For Fiscal Quarter Ended ] [For Fiscal Year Ended ] This Assignment and Acceptance (this “Assignment and Acceptance”) is certificate dated as of , is prepared pursuant to the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below Credit Agreement dated as of September 9, 2014 ([the][eachas amended, an] supplemented or otherwise modified from time to time, the “AssignorCredit Agreement”) among QES Holdco LLC, a Delaware limited liability company (together with its permitted successors and [the][each]2 Assignee identified in item 2 below ([the][eachassigns, an] the “AssigneeBorrower”), certain subsidiaries of the Borrower, as guarantors, the lenders party thereto (the “Lenders”), and Amegy Bank National Association, as Administrative Agent for such Lenders (in such capacity, the “Administrative Agent”), Issuing Bank, and Swing Line Lender. [It is understood and agreed Unless otherwise defined in this certificate, capitalized terms that are defined in the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein Credit Agreement shall have the meanings given assigned to them by the Credit Agreement. The Borrower hereby certifies (a) that no Default or Event of Default has occurred or is continuing, (b) that all of the representations and warranties made by each of the Loan Parties in the Credit Agreement identified belowand the other Loan Documents are true and correct in all material respects, receipt of a copy of except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which is hereby acknowledged by [the] [each] Assignee. The Standard Terms such representation and Conditions set forth warranty shall be true and correct in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance all respects, as if set forth herein made on the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells which case such representations and assigns to [the Assignee][the respective Assignees]warranties are true and correct in all material respects as of such earlier date, and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, (c) that as of the Effective Date inserted by date hereof, the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights following amounts and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement calculations were true and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.correct:

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken counterparts, which together shall be deemed to constitute one and the same instrument. Delivery of an executed counter-part of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law internal laws of the State of New YorkYork without regard to conflict of laws principles thereof. EXHIBIT B-2 FORM OF C-2 TO CREDIT AGREEMENT AFFILIATED LENDER ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) AGREEMENT This Affiliated Lender Assignment and Acceptance Agreement (this “Assignment and AcceptanceAssignment”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]2 Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified belowbelow (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below below, (i) all of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such the Assignor’s outstanding rights and obligations of [under the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans facilities identified below (including without limitation any guarantees included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] the Assignor to [the][any] the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and AcceptanceAssignment, without representation or warranty by [the][any] the Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. Form of Assignment and Assumption EXHIBIT B-2 F FORM OF ASSIGNMENT GUARANTY See attached. Form of Guaranty AMENDED AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance RESTATED GUARANTY AGREEMENT THIS AMENDED AND RESTATED GUARANTY AGREEMENT (this “Assignment and AcceptanceGuaranty Agreement”) is ), dated as of May 24, 2007, is made by EACH OF THE UNDERSIGNED AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A GUARANTY JOINDER AGREEMENT (each a “Guarantor” and collectively the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “AssignorGuarantors”) in favor of BANK OF AMERICA, N.A., a national banking association organized and [the][each]2 Assignee identified existing under the laws of the United States, as administrative agent (in item 2 below such capacity, the “Administrative Agent”) for each of the lenders ([the][eachthe “Lenders” and collectively with the Administrative Agent and other Persons party to Related Credit Arrangements as more particularly described in Section 19 hereof, an] the “AssigneeSecured Parties”) now or hereafter party to the Credit Agreement (as defined below). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized All capitalized terms used but not otherwise defined herein shall have the meanings given ascribed to them such terms in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment Terms and Acceptance shall be binding uponConditions of Purchase SUPPLIER additional documents and/or revised documents during the execution of the CONTRACT in order to adjust, and inure to the benefit ofclarify or complete a These General Purchasing Conditions (hereinafter, the parties hereto "GPC") govern any supply of goods and/or services as well as their associated documentation (hereinafter, the "SUPPLIES") agreed between Air Liquide Advanced Technologies, which has its registered office located at: 00, Xxxx x'Xxxxx - 00000 Xxxxx and their respective successors having a place of business located at 0 xxx Xxxxxxxxxxx, 00000 Xxxxxxxxx, Xxxxxx (hereinafter, "AL-aT") and permitted assignsany company proposing or undertaking to sell such SUPPLIES (hereinafter, the “SUPPLIER"). This Assignment AL-aT and Acceptance the SUPPLIER may be executed designated individually as "Party” or collectively as the “Parties". The Parties acknowledge that the present GPC have been expressly reviewed and discussed during a negotiation phase. Accordingly, unless otherwise agreed by one or more the Parties, acceptance by the SUPPLIER of a purchase order issued by AL-aT as set forth in Article 3 of the parties to this Assignment and Acceptance on any number of separate counterparts present GPC (including by facsimile or other electronic transmissionhereinafter, the "PURCHASE ORDER") and all of said counterparts taken together shall be deemed to constitute one an agreement by the SUPPLIER to be bound by these GPC and any other agreed conditions as described in the same instrument. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance withrelevant PURCHASE ORDER (hereinafter, the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “AssigneePARTICULAR CONDITIONS”). [It is understood and agreed that The following documents, listed in descending order of priority in case of conflict or discrepancies, constitute the rights and obligations entire agreement of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified belowParties (hereinafter, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms CONTRACT”): ● The PURCHASE ORDER, including any applicable documentations referred therein and Conditions”) are hereby agreed to and incorporated herein by reference and made a part PARTICULAR CONDITIONS; ● The present GPC; ● The SUPPLIER’s offer (exclusive of this Assignment and Acceptance as SUPPLIER’s general sales conditions referred or included therein, if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lendersany)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Affiliated Lender Assignment and Acceptance 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 Acceptance Assumption may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by facsimile or other electronic transmission) and all of said counterparts taken together transmission shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and the same instrumentAssumption. This Affiliated Lender Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, with and governed by the law laws of the State of New York. EXHIBIT B-2 XXXXXXX X-0 [FORM OF OF] ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) ASSUMPTION This Assignment and Acceptance Assumption (this “Assignment and AcceptanceAssumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]2 Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified belowbelow (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 I attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance Assumption as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below below, (i) all of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the Assignor under the respective Assignors] in respect of the Term Loan Commitments and Term Loans facilities identified below and (ii) to the extent permitted to be assigned under applicable lawRequirements of Law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such In the case where the Assigned Interest covers all of the Assignor’s rights and obligations under the Credit Agreement, the Assignor shall cease to be a party thereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03 of the Credit Agreement with respect to facts and circumstances occurring on or prior to the Effective Date and subject to its obligations hereunder and under Section 9.13 of the Credit Agreement. Such sale and assignment is (i) subject to acceptance and recording thereof in the Register by the Administrative Agent pursuant to Section 9.05(b)(v) of the Credit Agreement, (ii) without recourse to [the][any] the Assignor and, and (iii) except as expressly provided in this Assignment and AcceptanceAssumption, without representation or warranty by [the][any] the Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAcceptance. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance acceptance with, the law laws of the State of New YorkYork applicable to contracts made and to be performed wholly within such State. EXHIBIT B-2 K - FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) SUPPLEMENT SUPPLEMENT Dated __________ __, 20___ Reference is made to that certain Revolving Credit Agreement dated as of January 25, 2008 (as amended or modified from time to time, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “AssignorCredit Agreement”) among Xxxxxxx X. Xxxxxxxxx & Co., LLC, a Delaware limited liability company (the “Borrower”), AllianceBernstein L.P., a Delaware limited partnership, the Banks parties thereto (the “Banks”), and [the][each]2 Assignee identified in item 2 below Citibank, N.A., as Administrative Agent ([the][each, an] the “AssigneeAdministrative Agent”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized Unless otherwise defined herein, capitalized terms used but not defined herein shall in this Supplement have the meanings given to them ascribed thereto in the Credit Agreement identified below, receipt Agreement. Pursuant to Section 2.5(b) of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as the Borrower has requested an increase in the Total Commitment from $__________ to $__________. Such increase in the Total Commitment is to become effective on the date (the “Effective Date”) which is the later of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below __________ __, 20___ and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes date on which the conditions set forth in Section 2.5(b) in respect of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in such increase have been satisfied. In connection with such requested increase in the Credit AgreementTotal Commitment, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of Borrower, the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims Administrative Agent and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above __________ (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i“Accepting Bank”) and (ii) above being referred to herein collectively hereby agree as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.follows:

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAcceptance. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New YorkGeorgia. CHAR1\936505v2 Exhibit C EXHIBIT B-2 D FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is SUBSIDIARY GUARANTY AGREEMENT THIS SUBSIDIARY GUARANTY AGREEMENT, dated as of February 28, 2007 (the Effective Date set forth below “Subsidiary Guaranty Agreement”) among each of the Subsidiaries (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of Ruby Tuesday, Inc., a Georgia corporation (the “Borrower”) from time to time parties hereto, and, Bank of America, N.A., a national banking association as administrative agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below). Reference is entered into by made to the Amended and between [the][each]1 Assignor identified in item 1 below Restated Revolving Credit Agreement dated as of February 28, 2007 ([the][eachas amended, an] restated, supplemented or otherwise modified from time to time, the “AssignorCredit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”) and [the][each]2 Assignee identified Bank of America, N.A., as Administrative Agent for the Lenders (in item 2 below such capacity, the “Administrative Agent”), swingline lender ([the][eachin such capacity, an] the “AssigneeSwingline Lender”) and issuing bank (in such capacity, the “Issuing Bank”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but herein and not defined herein shall have the meanings given assigned to them such terms in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] AssigneeAgreement. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby Lenders have agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns make Loans to [the Assignee][the respective Assignees]Borrower, and [the][each] Assignee hereby irrevocably purchases the Issuing Bank has agreed to issue Letters of Credit for the account of the Borrower, pursuant to, and assumes from [upon the Assignor][the respective Assignors], terms and subject to and in accordance with the Standard Terms and Conditions and conditions specified in, the Credit Agreement, as . Each of the Effective Date inserted Guarantors is a direct or indirect wholly-owned Subsidiary of the Borrower and acknowledges that it will derive substantial benefit from the making of the Loans by the Administrative Agent as contemplated below (i) all Lenders, and the issuance of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under Letters of Credit by the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and Issuing Bank. The obligations of [the Assignor][the respective Assignors] in respect Lenders to make Loans and of the Term Loan Commitments Issuing Bank to issue Letters of Credit are conditioned on, among other things, the execution and Term delivery by the Guarantors of this Subsidiary Guaranty Agreement. As consideration therefor and in order to induce the Lenders to make Loans identified below and (ii) the Issuing Bank to issue Letters of Credit, the extent permitted Guarantors are willing to be assigned under applicable lawexecute this Subsidiary Guaranty Agreement. Accordingly, all claims, suits, causes of action and any other right of [the Assignor (in its capacity parties hereto agree as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.follows:

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

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumptions. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New YorkJersey. EXHIBIT B-2 FORM “F” ATTACHED TO AND MADE A PART OF ASSIGNMENT THAT CERTAIN SECOND AMENDED AND ACCEPTANCE RESTATED CREDIT AGREEMENT BY AND AMONG, AMONGST OTHERS, MISTRAS GROUP, INC., AS BORROWER, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, DATED JULY [___], 2009 FREE CASH FLOW CERTIFICATE MISTRAS GROUP, INC. DATE: ____________________, 20___ Reference is made to that certain Second Amended and Restated Credit Agreement, dated July [___], 2009 (AFFILIATED LENDER) This Assignment and Acceptance (this as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Assignment and AcceptanceAgreement”) is dated ; the terms defined therein being used herein as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][eachtherein defined), an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][eachamong Mistras Group, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified belowInc., receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto Delaware corporation (the “Standard Terms and ConditionsBorrower”) are hereby agreed ), the Lenders from time to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]time party thereto, and [the][each] Assignee Bank of America, N.A., as Administrative Agent and L/C Issuer. The officer executing this certificate is a Responsible Officer of the Borrower and as such is duly authorized to execute and deliver this certificate on behalf of the Borrower. By executing this certificate such officer hereby irrevocably purchases and assumes from [certifies to the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions Agent and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.Lenders that:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile telecopy or other electronic transmission) and all of said counterparts taken together transmission shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New YorkYork without regard to conflict of law principles thereof (other than Sections 5-1401 and 5-1402 of New York General Obligations Law). EXHIBIT B-2 A TO ASSIGNMENT AND ASSUMPTION FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) PURCHASE CONDITIONS’ OFFICER’S CERTIFICATE BOJANGLES’ RESTAURANT, INC. This Assignment and Acceptance (this “Assignment and Acceptance”) Purchasing Conditions’ Officer’s Certificate is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given being delivered pursuant to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, dated as of October 9, 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) among BOJANGLES’ RESTAURANTS, INC., a Delaware corporation (the “Borrower”), BHI INTERMEDIATE HOLDING CORP., a Delaware corporation (“Holdings”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, and each other party from time to time party thereto. Each of the undersigned, in his or her capacity as an officer of the Borrower and [ ] ([collectively, the “Affiliated Lenders”][and individually, a][the][”Affiliated Lender”]) respectively, and not in his or her individual capacity, hereby certifies as of the Effective Date inserted by date hereof that he or she is authorized to execute and deliver this certificate to the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights Agent, and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.that:

General Provisions. This Assignment 1.01 Sublandlord hereby subleases the ALF Premises to Subtenant, pursuant to the terms and Acceptance provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be binding uponfor a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), and inure ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the benefit ofterms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by one or more Initial Term of the parties to this Assignment and Acceptance on any number Sublease for an additional period of separate counterparts five (including by facsimile or other electronic transmission5) and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed byyears each (each, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this an “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “AssigneeExtension Term”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder The Initial Term together with each Extension Term are several and not joint.]4 Capitalized terms used but not defined collectively referred to herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (as the “Standard Terms and ConditionsTerm”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) are hereby agreed to and incorporated herein by reference and made a part Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Assignment Sublease. Sublandlord hereby covenants and Acceptance as agrees that if set forth herein in full. For an agreed considerationSubtenant exercises a Renewal Option under this Sublease, [the][each] Assignor hereby irrevocably sells then Sublandlord shall timely and assigns to [validly exercise its corresponding extension option under the Assignee][the respective Assignees]Prime, and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms terms and Conditions and the Credit Agreement, as provisions of the Effective Date inserted by Prime Lease for the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all valid exercise of such outstanding rights and obligations of [renewal option, subject to Sublandlord having the Assignor][the respective Assignors] in respect of right to exercise the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims extension at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assigneethat time.

General Provisions. This Assignment Amendment and Acceptance shall be binding upon, the New Loan Documents set forth in full all of the representations and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by one or more agreements of the parties with respect to this Assignment the subject matter hereof and Acceptance on any number supersede all prior discussions, representations, agreements and understandings between the parties with respect to the subject hereof. Borrower: Silicon: XXXXXXXX.XXX SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxxxx By /s/ President or Vice President Title Vice President By /s/ Xxxxxx X. Xxxxxxx Secretary or Ass't Secretary SILICON VALLEY BANK CERTIFIED RESOLUTION AND INCUMBENCY CERTIFICATE BORROWER: XXXXXXXX.XXX, A CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF CALIFORNIA DATE: JANUARY 27, 2000 I, the undersigned, Secretary or Assistant Secretary of separate counterparts (including the above-named borrower, a corporation organized under the laws of the state set forth above, do hereby certify that the following is a full, true and correct copy of resolutions duly and regularly adopted by facsimile or other electronic transmission) and all the Board of Directors of said counterparts taken together shall be deemed to constitute one and the same instrument. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed bycorporation as required by law, and construed and interpreted in accordance with, by the law by-laws of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]said corporation, and [the][each] Assignee hereby irrevocably purchases that said resolutions are still in full force and assumes from [the Assignor][the respective Assignors], subject to effect and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or have not been in any way based on modified, repealed, rescinded, amended or related revoked. RESOLVED, that this corporation borrow from Silicon Valley Bank ("Silicon"), from time to any time, such sum or sums of money as, in the judgment of the foregoingofficer or officers hereinafter authorized hereby, this corporation may require. RESOLVED FURTHER, that any officer of this corporation be, and he or she is hereby authorized, directed and empowered, in the name of this corporation, to execute and deliver to Silicon, and Silicon is requested to accept, the loan agreements, security agreements, notes, financing statements, and other documents and instruments providing for such loans and evidencing and/or securing such loans, with interest thereon, and said authorized officers are authorized from time to time to execute renewals, extensions and/or amendments of said loan agreements, security agreements, and other documents and instruments. RESOLVED FURTHER, that said authorized officers be and they are hereby authorized, directed and empowered, as security for any and all indebtedness of this corporation to Silicon, whether arising pursuant to this resolution or otherwise, to grant, transfer, pledge, mortgage, assign, or otherwise hypothecate to Silicon, or deed in trust for its benefit, any property of any and every kind, belonging to this corporation, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims any and all real property, accounts, inventory, equipment, general intangibles, instruments, documents, chattel paper, notes, money, deposit accounts, furniture, fixtures, goods, and other claims at law property of every kind, and to execute and deliver to Silicon any and all grants, transfers, trust receipts, loan or credit agreements, pledge agreements, mortgages, deeds of trust, financing statements, security agreements and other hypothecation agreements, which said instruments and the note or notes and other instruments referred to in equity related the preceding paragraph may contain such provisions, covenants, recitals and agreements as Silicon may require and said authorized officers may approve, and the execution thereof by said authorized officers shall be conclusive evidence of such approval. RESOLVED FURTHER, that Silicon may conclusively rely upon a certified copy of these resolutions and a certificate of the Secretary or Ass't Secretary of this corporation as to the rights officers of this corporation and obligations sold their offices and assigned pursuant signatures, and continue to clause (i) above (the rights conclusively rely on such certified copy of these resolutions and obligations sold said certificate for all past, present and assigned future transactions until written notice of any change hereto or thereto is given to Silicon by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor andthis corporation by certified mail, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignorreturn receipt requested. The benefit undersigned further hereby certifies that the following persons are the duly elected and acting officers of each the corporation named above as borrower and that the following are their actual signatures: NAMES OFFICE(S) ACTUAL SIGNATURES ----- --------- ----------------- Xxxxxxx X. Xxxxx Chairman /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx President and Chief Executive Officer /s/ Xxxxxxx X. Xxxxx ------------------------------- ------------------------------------- ------------------------- IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary or Assistant Secretary on the date set forth above. /s/ Xxxxxx X. Xxxxxxx Secretary or Assistant Secretary COLLATERAL ASSIGNMENT, PATENT MORTGAGE AND SECURITY AGREEMENT This Collateral Assignment, Patent Mortgage and Security Document shall be maintained in favor Agreement is made as of [the][each] January 27, 2000 by and between XXXXXXXX.XXX ("Assignor"), and Silicon Valley Bank, a California banking corporation ("Assignee").

General Provisions. This Affiliated Lender Assignment and Acceptance 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 Acceptance Assumption may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by facsimile or other electronic transmission) and all of said counterparts taken together by email as a “.pdf” or “.tif” attachment shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and the same instrumentAssumption. This Affiliated Lender Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, with and governed by the law laws of the State of New York. EXHIBIT B-2 XXXXXXX X-0 [FORM OF OF] ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) ASSUMPTION This Assignment and Acceptance Assumption (this the “Assignment and AcceptanceAssumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]2 Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the First Lien Credit Agreement identified belowbelow (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “First Lien Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 I attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance Assumption as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the First Lien Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below below, (i) all of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Lender under the First Lien Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the Assignor under the respective Assignors] in respect of the Term Loan Commitments and Term Loans facilities identified below (including any letters of credit included in such facilities) and (ii) to the extent permitted to be assigned under applicable lawRequirements of Law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] Lender) against any Person, whether known or unknown, arising under or in connection with the First Lien Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such In the case where the Assigned Interest covers all of the Assignor’s rights and obligations under the First Lien Credit Agreement, the Assignor shall cease to be a party thereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03 of the First Lien Credit Agreement with respect to facts and circumstances occurring on or prior to the Effective Date and subject to its obligations hereunder and under Section 9.13 of the First Lien Credit Agreement. Such sale and assignment is (i) subject to acceptance and recording thereof in the Register by the Administrative Agent pursuant to Section 9.05(b)(v) of the First Lien Credit Agreement, (ii) without recourse to [the][any] the Assignor and, and (iii) except as expressly provided in this Assignment and AcceptanceAssumption, without representation or warranty by [the][any] the Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile telecopy or other electronic transmission) and all of said counterparts taken together imaging means shall be deemed to constitute one and the same instrument. This effective as delivery of a manually executed counterpart of this Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed byAssumption. THIS ASSIGNMENT AND ASSUMPTION AND ANY DISPUTE, and construed and interpreted in accordance withCLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER ARISING IN CONTRACT, the law of the State of New YorkTORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW. EXHIBIT B-2 B FORM OF AFFILIATED LENDER ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) ASSUMPTION This Affiliated Lender Assignment and Acceptance Assumption (this “Assignment and AcceptanceAssumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 the][each](17) Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 the][each](18) Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 Assignees](19) hereunder are several and not joint.]4 joint.](20) Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified (as defined below), receipt of a copy of which is hereby acknowledged by [the] [eachthe][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of under the Term Loan Commitments and Term Loans respective facilities identified below (including without limitation any guarantees included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken counterparts, which together shall be deemed to constitute one and the same instrument. This Assignment and Acceptance and the rights and obligations Delivery of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt an executed counterpart of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part signature page of this Assignment and Acceptance Assumption by telecopy or other means of electronic imaging shall be effective as if set forth delivery of a manually executed counterpart of this Assignment and Assumption. THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. XXXXXXX X-0 FORM OF BORROWING REQUEST Xxxxxxx Xxxxx Bank USA, as Administrative Agent for the Lenders party to the Credit Agreement referred to below [Date] Ladies and Gentlemen: The undersigned, Square, Inc. (the “Borrower”), refers to the Revolving Credit Agreement, dated as of May 1, 2020 (as amended, restated, amended and restated, modified, extended and/or supplemented from time to time, the “Credit Agreement,” the terms defined therein being used herein in full. For an agreed considerationas therein defined), [the][each] Assignor hereby irrevocably sells among the Borrower, the lenders from time to time party thereto (each a “Lender” and assigns to [collectively, the Assignee][the respective Assignees]“Lenders”) and you, as Administrative Agent for such Lenders, and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]gives you notice, subject irrevocably, pursuant to and in accordance with the Standard Terms and Conditions and Section 2.03 of the Credit Agreement, as of that the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as undersigned hereby requests a Lender][their respective capacities as Lenders] Borrowing under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or and in that connection sets forth below the loan transactions governed thereby or in any way based on or related information relating to any such Borrowing (the “Proposed Borrowing”) as required by Section 2.03 of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.Credit Agreement:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all method of said counterparts taken together transmission shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. 6 If assignment is being made pursuant to Section 2.19 of the Credit Agreement and Borrower has made the payments required by such Section, the Assignor’s portion of payments in respect of the Assigned Interest shall be payable to the Borrower EXHIBIT B-2 FORM OF ASSIGNMENT C NOTE [Date] OKLAHOMA GAS AND ACCEPTANCE ELECTRIC COMPANY, an Oklahoma corporation (AFFILIATED LENDER) This Assignment and Acceptance the “Borrower”), promises to pay to ____________________________________ (this the “Assignment and AcceptanceLender”) on the Revolving Credit Termination Date (or, if the Revolving Credit Termination Date has been extended and the Lender did not consent thereto, the previously effective Revolving Credit Termination Date applicable to the Lender, without giving effect to such extension) __________ DOLLARS ($_____) or, if less, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of Xxxxx Fargo Bank, National Association in Charlotte, North Carolina, as Agent, together with accrued but unpaid interest thereon. The Borrower shall pay interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement dated as of March 8, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the Effective Date set forth below and is entered into “Agreement”), by and between among the Borrower, the lenders party thereto, including the Lender, and Xxxxx Fargo Bank, National Association, as Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. Any assignment of this Note, or any rights or interest herein, may only be made in accordance with the terms and conditions of the Agreement. This Note is a registered Note and, as provided in the Agreement, the Borrower, the Agent and the Lenders may treat the person whose name is recorded in the Register as the owner hereof for all purposes, notwithstanding notice to the contrary. The entries in the Register shall be conclusive, absent manifest error. This Note shall be governed by, and construed in accordance with, the laws of the State of New York. OKLAHOMA GAS AND ELECTRIC COMPANY By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF OKLAHOMA GAS AND ELECTRIC COMPANY, DATED _____________ ____, 201___ Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT D FORM OF JOINDER AGREEMENT Joinder Agreement Dated [the][each]1 Assignor identified in item 1 below __________] Reference is made to the Credit Agreement dated as of March 8, 2017 ([the][eachas amended, an] restated, supplemented or otherwise modified from time to time, the “AssignorCredit Agreement”) by and among Oklahoma Gas and Electric Company, an Oklahoma corporation, (the “Borrower”), the lenders party thereto (the “Lenders”) and [the][each]2 Assignee identified in item 2 below Xxxxx Fargo Bank, National Association, as agent ([the][each, an] the “AssigneeAgent”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but herein which are not defined herein shall have the meanings given to them assigned thereto in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] AssigneeAgreement. The Standard Terms and Conditions set forth in Annex 1 attached hereto Borrower, [__________] (the “Standard Terms and ConditionsIncreasing Lender”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each__________] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i“New Lender”) and (ii) above being referred to herein collectively agree as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.follows:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be construed in accordance with and governed by, and construed and interpreted in accordance with, the law laws of the State of New YorkYork without regard to conflicts of principles of law that would require the application of the laws of another jurisdiction. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment C [Form of] BORROWING REQUEST Royal Bank of Canada, as Administrative Agent [ADDRESS] Re: Norcraft Companies, L.P. [Date] Ladies and Acceptance (this “Assignment and Acceptance”) Gentlemen: Reference is made to the Credit Agreement dated as of November 14, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “AssignorCredit Agreement”) and [the][each]2 Assignee identified in item 2 below among NORCRAFT COMPANIES, L.P., a Delaware limited partnership ([the][each, an] “AssigneeBorrower”). [It is understood , the Lenders (such term and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms each other capitalized term used but not defined herein shall have having the meanings meaning given to them it in Article I of the Credit Agreement), RBC CAPITAL MARKETS and KEYBANK NATIONAL ASSOCIATION, as joint lead arrangers and joint bookrunners (in such capacities, individually, “Arranger” and collectively the “Arrangers”), and ROYAL BANK OF CANADA, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties. Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement identified below, receipt of that it requests a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and Borrowing under the Credit Agreement, as of and in that connection sets forth below the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of terms on which such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted Borrowing is requested to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.made:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 H-1 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment MAXIMUM CREDIT AMOUNT INCREASE CERTIFICATE [ ], 200[__] To: JPMorgan Chase Bank, N.A., as Administrative Agent The Parent Guarantor, the Borrower, the Administrative Agent and Acceptance (this “Assignment the other Agents and Acceptance”) is certain Lenders have heretofore entered into the Credit Agreement, dated as of June 29, 2007, as amended, restated, supplemented or otherwise modified from time to time (the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “AssigneeCredit Agreement”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not otherwise defined herein shall have the meanings meaning given to them such terms in the Credit Agreement. This Maximum Credit Amount Increase Certificate is being delivered pursuant to Section 2.06(c) of the Credit Agreement. Please be advised that the undersigned has agreed to (a) increase its Maximum Credit Amount under the Credit Agreement identified beloweffective [ ], receipt of 200[__] from $[ ] to $[ ] and (b) that it shall continue to be a copy of which is hereby acknowledged by [the] [each] Assigneeparty in all respect to the Credit Agreement and the other Loan Documents. The Standard Terms [Borrower/Lender] shall pay the fee payable to the Administrative Agent pursuant to Section 2.06(c)(ii) of the Credit Agreement. Very truly yours, PARENT GUARANTOR: ATLAS ENERGY RESOURCES, LLC By: Name: Title: BORROWER: ATLAS ENERGY OPERATING COMPANY, LLC By: Atlas Energy Resources, LLC, its sole member By: Name: Title: Accepted and Conditions set forth in Annex 1 attached hereto (the “Standard Terms Agreed: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: Accepted and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][eachAgreed: [ ] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective AssigneesBy: Name: Title: EXHIBIT H-2 FORM OF ADDITIONAL LENDER CERTIFICATE [ ], 200[__] To: JPMorgan Chase Bank, N.A., as Administrative Agent The Parent Guarantor, the Borrower, the Administrative Agent and [the][each] Assignee hereby irrevocably purchases the other Agents and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and certain Lenders have heretofore entered into the Credit Agreement, dated as of June 29, 2007, as amended, restated, supplemented or otherwise modified from time to time (the Effective Date inserted by “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the Administrative Agent as contemplated below meaning given to such terms in the Credit Agreement. This Additional Lender Certificate is being delivered pursuant to Section 2.06(c) of the Credit Agreement. Please be advised that the undersigned has agreed (ia) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as to become a Lender][their respective capacities as Lenders] Lender under the Credit Agreement effective [ ], 200[__] with a Maximum Credit Amount of $[ ] and any other documents or instruments delivered pursuant thereto (b) that it shall be a party in all respect to the extent related Credit Agreement and the other Loan Documents. This Additional Lender Certificate is being delivered to the amount and percentage interest identified below of all of Administrative Agent together with (i) if the Additional Lender is a Non-US Lender, any documentation required to be delivered by such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect Additional Lender pursuant to Section 5.03(d) of the Term Loan Commitments Credit Agreement, duly completed and Term Loans identified below executed by the Additional Lender, and (ii) an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Additional Lender. The [Borrower/Additional Lender] shall pay the fee payable to the extent permitted Administrative Agent pursuant to be assigned under applicable law, all claims, suits, causes Section 2.06(c)(ii) of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement. Very truly yours, any other documents or instruments PARENT GUARANTOR: ATLAS ENERGY RESOURCES, LLC By: Name: Title: BORROWER: ATLAS ENERGY OPERATING COMPANY, LLC By: Atlas Energy Resources, LLC, its sole member By: Name: Title: Accepted and Agreed: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: Accepted and Agreed: [ ] By: Name: Title: EXHIBIT I FORM OF RESERVE REPORT CERTIFICATE [September]/[March] 1, [year] This Reserve Report Certificate (“Certificate”) is executed and delivered pursuant thereto to Section 8.12 (c) of that certain Credit Agreement dated as of June 29, 2007 among Atlas Energy Resources, LLC (“Parent Guarantor”), Atlas Energy Operating Company, LLC (“Borrower”), JPMorgan Chase Bank, N.A., as administrative agent (“Administrative Agent”) and the Lenders named therein and as may be amended, restated, supplemented or the loan transactions governed thereby or in any way based on or related otherwise modified from time to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above time (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned InterestCredit Agreement”). Each such sale and assignment is without recourse to [the][any] Assignor andUnless otherwise defined herein, except as expressly provided all capitalized terms shall have the meaning set forth in this Assignment and Acceptance, without representation or warranty by [the][any] Assignorthe Credit Agreement. The benefit undersigned, a Responsible Officer of each Security Document shall be maintained the Borrower, hereby certifies to the Administrative Agent and Lenders that in favor of [the][each] Assignee.all material respects:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New YorkTexas. Exhibit A — Form of Assignment and Assumption EXHIBIT B-2 B TO AMENDED AND RESTATED CREDIT AGREEMENT FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) COMPLIANCE CERTIFICATE FOR THE PERIOD FROM , 200__ TO , 200__ This Assignment and Acceptance (this “Assignment and Acceptance”) is certificate dated as of , is prepared pursuant to the Effective Date set forth below Amended and is entered into by Restated Credit Agreement dated as of March 2, 2006 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”) among MARINER ENERGY, INC., a Delaware corporation (the “Parent”), MARINER ENERGY RESOURCES, Inc., a Delaware corporation (“MER” and between [the][each]1 Assignor identified together with the Parent, collectively, the “Borrowers” and individually, a “Borrower”), the lenders party thereto from time to time (the “Lenders”), and UNION BANK OF CALIFORNIA, N.A., as administrative agent for such Lenders (in item 1 below ([the][eachsuch capacity, an] the “AssignorAdministrative Agent”) and [the][each]2 Assignee identified as issuing lender. Unless otherwise defined in item 2 below ([the][eachthis certificate, an] “Assignee”). [It is understood and agreed capitalized terms that are defined in the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein Credit Agreement shall have the meanings given assigned to them by the Credit Agreement. Each of the undersigned hereby certifies (a) that no Default or Event of Default has occurred or is continuing, (b) that all of the representations and warranties made by the Borrowers in the Credit Agreement identified belowand the other Loan Documents are true and correct in all material respects as if made on this date, receipt except with respect to those representations and warranties that speak as of a copy certain date, which representations and warranties were true and correct as of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]such date, and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, (c) that (1) as of the Effective Date inserted by the Administrative Agent date hereof with respect to Section I below, and (2) as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any last day of the foregoingprevious fiscal quarter for Sections II and III below, includingthe following statements, but not limited toamounts, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights calculations were true and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.correct:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile telecopy or other electronic transmissionimaging (including in .pdf format) and all of said counterparts taken together means shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) ASSUMPTION This Affiliated Lender Assignment and Acceptance Assumption (this the “Affiliated Lender Assignment and AcceptanceAssumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 the][each]1 Assignee identified in item 2 item2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Affiliated Lender Assignment and Acceptance Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of under the Term Loan Commitments and Term Loans respective facilities identified below and (ii) to the extent permitted to be assigned under applicable lawLaw, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Affiliated Lender Assignment and AcceptanceAssumption, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by one or more telecopy shall be effective as delivery of a manually executed counterpart of the Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW). * * * FORM OF INTERCOMPANY NOTE [ ], 20 [ ] Each of the parties to this Assignment and Acceptance on any number of separate counterparts hereto (including by facsimile or other electronic transmission) and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed byeach, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this an “Assignment and AcceptanceIssuer”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them which has now incurred or may in the future incur indebtedness to any other party hereto that is a Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Party under the Credit Agreement (as defined below) (in such capacity, each, a “Holder”), in lawful money of the United States of America or such other lawful currency as may be agreed by such Issuer and Holder, hereby promises to pay at such location as the applicable Holder shall from time to time designate, any and all amounts owing from time to time on and after the date hereof by each such Issuer to each such Holder in consideration for the loans, advances or other extensions of credit (an “Intercompany Loan”) extended by such Holder to such Issuer. Such Intercompany Loans will bear interest. The amount and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoingadditional terms, including, but not limited to, contract claimsthe maturity date, tort claims, malpractice claims, statutory claims of each Intercompany Loan shall be documented in the books and all other claims at law records of each Holder or in equity related to a duly executed and binding agreement among the rights and obligations sold and assigned pursuant to clause parties thereto (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] an “Assigned InterestIntercompany Loan Agreement”). Each such sale and assignment is without recourse to [the][any] Assignor Issuer agrees and, except and each Holder agrees, (i) that the payment of all obligations owing in respect of such Intercompany Loans is subordinated in the right of payment to prior payment in full of all existing and future Obligations of the Credit Parties (as expressly provided such terms are defined in this Assignment that certain Credit Agreement (the “Credit Agreement”, all terms used herein but otherwise undefined with have the meanings assigned to them in the Credit Agreement) dated [●], 2017, by and Acceptanceamong Intermex Holdings II, Inc., a Delaware corporation (“Holdings”), Intermex Holdings, Inc., a Delaware corporation (the “Term Borrower”), Intermex Wire Transfer, LLC, a Florida limited liability company (the “Revolving Borrower”), the other Credit Parties from time to time party thereto, the lenders from time to time party thereto, MC Admin Co LLC, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”) (as amended, restated, modified and/or supplemented from time to time)), (ii) that the subordination is for the benefit of and enforceable by the holders of such Obligations, (iii) all interest accrued in respect of such Intercompany Loans must be paid by adding such accrued amounts to the unpaid principal amount of each Intercompany Loan outstanding at such time and (iv) at any time when an Event of Default exists and the Administrative Agent has given prior written notice to the Issuer, (x) no payments shall be made of principal, interest or any other amounts due under any of the indebtedness of an Issuer to any Holder, (y) any and all payments on all indebtedness of an Issuer to any other Holder and received by such Holder shall be held for the benefit of the Secured Creditors and be paid over to the Administrative Agent on behalf of the Secured Creditors, without representation affecting or warranty by [the][any] Assignor. The benefit impairing in any manner the liability of each Security Document such Holder under this Note and (z) no Holder shall be maintained in favor of [the][each] Assigneeable to take any Enforcement Actions against any Issuer.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDERIf the Assignee is a Person to whom assignment is not permitted pursuant to Section 10.06(b)(v)(D) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, the Assignor and Assignee agree that the assignment provided herein shall be void ab initio, and that each of them shall, jointly and severally, indemnify the Administrative Agent for any loss, cost or expense arising from the voiding of such assignment. EXHIBIT F-1 FORM OF DOMESTIC GUARANTY U.S. GUARANTY AGREEMENT This U.S. GUARANTY AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Domestic Guaranty”), dated as of May 24, 2018, is made by (a) certain Wholly-Owned Domestic Subsidiaries of BWX Technologies, Inc., a Delaware corporation (the Effective Date inserted “Administrative Borrower”), as identified on the signature pages hereto, and any Additional Domestic Guarantor who may become a party to this Domestic Guaranty (such signatories and the Additional Domestic Guarantors, collectively, the “Domestic Guarantors” and individually, a “Domestic Guarantor”), in favor of XXXXX FARGO BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the ratable benefit of the Administrative Agent, the Lenders, the Swing Line Lender, each L/C Issuer, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05 of the Credit Agreement described below and the other Persons to whom the Guaranteed Obligations are owed (collectively, the “Guaranteed Parties”) and (b) the Administrative Borrower, in favor of the Administrative Agent for the ratable benefit of the Guaranteed Parties. Pursuant to that certain Credit Agreement, dated as contemplated below of May 24, 2018 (i) all of [as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the Assignor’s][the respective Assignors’] rights “Credit Agreement”), among the Administrative Borrower, BWXT Canada Ltd., an Ontario corporation (the “Canadian Borrower” and, together with the Administrative Borrower, the “Borrowers”), the Lenders party thereto, the Administrative Agent, the Swing Line Lender and obligations in [its capacity as a Lender][their respective capacities as Lenders] each L/C Issuer, the Lenders have agreed to make Credit Extensions to the Borrowers upon the terms and subject to the conditions set forth therein. Each Domestic Guarantor will materially benefit from the Credit Extensions made and to be made under the Credit Agreement and any other documents or instruments delivered Agreement. Certain of the Domestic Guarantors are required to enter into this Domestic Guaranty pursuant thereto to the extent related to the amount and percentage interest identified below terms of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement. For good and valuable consideration, any the receipt and sufficiency of which are hereby acknowledged by the parties hereto, and to induce the Administrative Agent and the other documents or instruments delivered pursuant thereto Guaranteed Parties to enter into, and make their respective Credit Extensions and other accommodations under, the Loan Documents, the Secured Cash Management Agreements or the loan transactions governed thereby or in any way based on or related to any Secured Hedge Agreements, as applicable, the Administrative Borrower and the Domestic Guarantors hereby agree with the Administrative Agent, for the ratable benefit of the foregoingGuaranteed Parties, includingas applicable, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.follows:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Acceptance and adoption of the parties to terms of this Assignment and Acceptance on Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken together Electronic System shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 C FORM OF ASSIGNMENT AND ACCEPTANCE PROMISSORY NOTE , 2016 FOR VALUE RECEIVED, the undersigned, Cubic Corporation (AFFILIATED LENDER) This Assignment the “Maker”), hereby promises to pay to (the “Lender”), on the Maturity Date as defined in the Third Amended and Acceptance (this “Assignment and Acceptance”) is Restated Credit Agreement, dated as of August 11, 2016, among the Effective Date Maker, the Lenders named therein and the Administrative Agent (as the same may be amended, modified or supplemented from time to time in accordance with its terms, the “Credit Agreement”) or earlier as provided for in the Credit Agreement, the aggregate unpaid principal amount of all Revolving Loans (as defined in the Credit Agreement) to the Maker from the Lender pursuant to the terms of the Credit Agreement, in lawful money of the United States of America in immediately available funds, and to pay interest from the date thereof on the principal amount hereof from time to time outstanding, in like funds, at a rate or rates per annum and, in each case, and payable on such dates as determined pursuant to the terms of the Credit Agreement. The Maker promises to pay interest on any overdue principal and fees and, to the extent permitted by law, overdue interest from their due dates at a rate or rates determined as set forth below in the Credit Agreement. The Maker hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The non-exercise by the holder of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this Promissory Note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such a notation shall not in any manner affect the obligation of the Makers to make payments of principal and interest in accordance with the terms of this Promissory Note and the Credit Agreement. This Promissory Note is one of the Notes referred to in the Credit Agreement, which, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. THIS PROMISSORY NOTE, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATION LAW OF THE STATE OF NEW YORK, SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. CUBIC CORPORATION By: Name: Title: Loans and Payment Date Amount and Type of Loan Payments Principal Interest Unpaid Principal Balance of Note Name of Person Making Notation EXECUTION COPY EXHIBIT D FORM OF SUBSIDIARY GUARANTEE THIRD AMENDED AND RESTATED GUARANTEE THIRD AMENDED AND RESTATED GUARANTEE (as amended, restated, supplemented or otherwise modified from time to time, this “Guarantee”) dated as of August 11, 2016, by each of the signatories hereto (the “Initial Guarantors” and along with any additional Subsidiaries of the Borrower which become parties to this Guarantee by executing a supplement hereto in the form attached as Annex I, the “Guarantors”), in favor of JPMorgan Chase Bank, N.A., a national banking association, as administrative agent (“Agent”) for the ratable benefit of the Holders of the Guaranteed Obligations (as defined below). Cubic Corporation, a Delaware corporation (the “Borrower”), the institutions from time to time parties thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., in its capacity as administrative agent, have entered into by a certain Third Amended and between [the][each]1 Assignor identified Restated Credit Agreement dated as of August 11, 2016 (as the same may be amended, modified, supplemented and/or restated, and as in item 1 below ([the][eacheffect from time to time, an] the “AssignorCredit Agreement”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several ; capitalized terms used herein and not joint.]4 Capitalized terms used but not otherwise defined herein shall have the meanings given to them attributed thereto in the Credit Agreement identified belowAgreement), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]providing, subject to the terms and in accordance with conditions thereof, for extensions of credit and other financial accommodations to be made by the Standard Terms Lenders to the Borrower. The Lenders and Conditions the Issuing Banks have agreed to extend Loans and certain other financial accommodations to, including, without limitation, the issuance of the Letters of Credit pursuant to, and subject to the terms and conditions of, the Credit Agreement, as . The obligation of the Effective Date inserted Lenders to extend such Loans and of the Issuing Banks to issue the Letters of Credit under the Credit Agreement is conditioned on the execution and delivery by the Administrative Agent Guarantors of a guarantee in the form hereof of the due and punctual payment and performance of (a) the principal of and interest on the Loans, when and as contemplated below due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ib) Indebtedness at any time and from time to time under the Letters of Credit, (c) all obligations of [the Assignor’s][the respective Assignors’] rights Borrower or any of its Subsidiaries owing to any Lender or any Affiliate of any Lender under any Swap Agreement or Banking Services Agreement and (d) all other obligations in [of the Borrower or any of its capacity as a Lender][their respective capacities as Lenders] Subsidiaries at any time and from time to time under the Credit Agreement and the other Financing Documents (the foregoing collectively being herein referred to as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create any other documents guarantee by any Guarantor of (or instruments delivered grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations). The Initial Guarantors are parties to that certain Second Amended and Restated Subsidiary Guarantee dated as of May 8, 2012 (the “Existing Guarantee”) pursuant thereto to which they guaranteed the obligations of the Borrower under the Second Amended and Restated Credit Agreement dated as of May 8, 2012 (the “Existing Credit Agreement”). The Existing Credit Agreement is being amended and restated pursuant to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect terms of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable lawCredit Agreement and, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with therewith, the Guarantors have agreed to amend and restate the Existing Guarantee. Accordingly, in consideration of the premises and in order to induce the Agent and the Lenders to make Loans and extend other financial accommodations under the Credit Agreement, any other documents or instruments delivered pursuant thereto or each Guarantor hereby, jointly and severally, agrees that the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document Existing Guarantee shall be maintained amended and restated in favor of [the][each] Assignee.its entirety as follows:

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAcceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of laws principles. Exhibit 10.5 EXHIBIT E TO TERM LOAN AGREEMENT FORM OF NOTE Lender: [NAME OF LENDER] New York, New York Principal Amount: [$ ] [_______], 2012 FOR VALUE RECEIVED, the undersigned, Boardwalk Acquisition Company, LLC (the “Borrower”), hereby promises to pay to the Lender set forth above or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans (as defined in the Term Loan Agreement referred to below) of the Lender to the Borrower, payable at such times, and in such amounts, as are specified in the Term Loan Agreement (as defined below). The Borrower promises to pay interest on the unpaid principal amount of the Loans to the Borrower from the date made until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Term Loan Agreement. Both principal and interest are payable in Dollars to Citibank, N.A., as Administrative Agent, in immediately available funds, at the address for notices specified in the Term Loan Agreement. This Note is one of the Notes referred to in, and is entitled to the benefits of, the Term Loan Agreement, dated as of October 1, 2012 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), among Boardwalk Acquisition Company, LLC, the Lenders party thereto, Citibank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and the rights other agents party thereto. Capitalized terms used herein and obligations not defined herein are used herein as defined in the Term Loan Agreement. The Term Loan Agreement, among other things, (a) provides for the making of Loans by the Lender to the Borrower in an aggregate amount not to exceed at any time outstanding the Principal Amount set forth above, the indebtedness of the parties hereunder Borrower resulting from such Loans being evidenced by this Note, and (b) contains provisions for acceleration of the maturity of the unpaid principal amount of this Note upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof upon the terms and conditions therein specified. Demand, diligence, presentment, protest and notice of non-payment are hereby waived by the Borrower. This Note shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.Exhibit 10.5 Exhibit 10.5

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Acceptance and adoption of the parties to terms of this Assignment and Acceptance on Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken together Electronic System shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 B -- FORM OF ASSIGNMENT AND ACCEPTANCE NOTE PROMISSORY NOTE $______________ __________, 201_ New York, New York FOR VALUE RECEIVED, AMERICAN REALTY CAPITAL GLOBAL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (AFFILIATED LENDER) “Maker”), hereby promises to pay to the order of __________________________ (the “Lender”), in accordance with the Credit Agreement (as hereinafter defined), the principal sum of _______________ Dollars (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to Maker under the Credit Agreement), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. This Assignment and Acceptance (this “Assignment and Acceptance”) Note is one of the Notes referred to in the Credit Agreement dated as of July 25, 2013 (as modified and supplemented and in effect from time to time, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “AssignorCredit Agreement”) among Maker, the lenders party thereto (including the Lender) and [the][each]2 Assignee identified in item 2 below ([the][eachJPMorgan Chase Bank, an] “Assignee”)N.A., as Administrative Agent, and evidences Loans made by the Lender thereunder. [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms Each initially capitalized term used but not defined herein shall have in this Note has the meanings given meaning assigned to them such term in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] AssigneeAgreement. The Standard Terms and Conditions set forth in Annex 1 attached hereto (Credit Agreement provides for the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part acceleration of the maturity of this Assignment Note upon the occurrence of certain events and Acceptance for prepayments of Loans upon the terms and conditions specified therein. Should the indebtedness represented by this Note or any part thereof be collected at law or in equity, or in bankruptcy, receivership or any other court proceeding (whether at the trial or appellate level), or should this Note be placed in the hands of attorneys for collection upon default, Maker agrees to pay, in addition to the principal, interest and other sums due and payable hereon, all costs of collecting or attempting to collect this Note, including attorneys’ fees and disbursements. All parties to this Note, whether principal, surety, guarantor or endorser, hereby waive presentment for payment, demand, protest, notice of protest and notice of dishonor. Except as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and permitted by Section 9.04 of the Credit Agreement, as of the Effective Date inserted this Note may not be assigned by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and Lender to any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable lawPerson. THIS NOTE SHALL BE GOVERNED BY, all claimsAND CONSTRUED IN ACCORDANCE WITH, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] AssigneeTHE LAW OF THE STATE OF NEW YORK.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Acceptance and adoption of the parties to terms of this Assignment and Acceptance on Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken together Electronic System shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 E FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment BORROWING REQUEST , 20 JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders party to the Credit Agreement referred to below 000 Xxxxxxx Xxxxxxxxxx Road, Ops 0, 0xx Xxxxx Xxxxxx, XX 00000 Attention: Loan and Acceptance (this “Assignment Agency Services Group Re: Borrowing Request Ladies and Acceptance”) Gentlemen: Reference is hereby made to that certain Amended and Restated Revolving Credit and Term Loan Agreement dated as of February 1, 2017 (as amended, supplemented, restated or otherwise modified from time to time, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “AssignorCredit Agreement”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several ; capitalized terms used herein and not joint.]4 Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Credit Agreement identified belowtherein), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto among Medical Properties Trust, Inc., MPT Operating Partnership, L.P. (the “Standard Terms Borrower”), the institutions from time to time party thereto as lenders, and ConditionsJPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full). For an agreed consideration, [the][each] Assignor The Borrower hereby irrevocably sells and assigns requests, pursuant to Section [the Assignee][the respective Assignees], and 2.2] [the][each2.3] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and 2.5] [2.7] of the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] borrowing under the Credit Agreement and any other documents or instruments delivered and, in connection therewith, sets forth below the information relating to such borrowing (the “Proposed Borrowing”) as required pursuant thereto to the extent related to the amount and percentage interest identified below terms of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more Exhibit A instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. Exhibit A EXHIBIT B-2 B FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment DESIGNATION AGREEMENT [DATE] To: Bank of America, N.A., as Administrative Agent under the Credit Agreement described below. Ladies and Acceptance (this “Assignment Gentlemen: Reference is made to the Amended and Acceptance”) is Restated Five Year Revolving Credit Agreement dated as of May 31, 2023 (as the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][eachsame may be amended or modified from time to time, an] the “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “AssigneeCredit Agreement”), among Visa Inc., Visa International Service Association, Visa U.S.A. Inc., Visa Europe Limited, certain other Subsidiaries of Visa Inc. party thereto, the Lenders named therein and Bank of America, N.A., as the Administrative Agent. [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not Terms defined herein shall have the meanings given to them in the Credit Agreement identified beloware used herein with the same meaning. Please be advised that Visa Inc. hereby pursuant to Section 2.24(a) of the Credit Agreement designates its undersigned Subsidiary, receipt (“Designated Borrower”), as a “Designated Borrower” under and for all purposes of a copy of which is hereby acknowledged by [the] [each] Assigneethe Credit Agreement. The Standard Terms Designated Borrower, in consideration of each Lender’s agreement to extend credit to it under and Conditions on the terms and conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as does hereby assume each of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights obligations imposed upon a “Designated Borrower” and obligations in [its capacity as a Lender][their respective capacities as Lenders] “Borrower” under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted agrees to be assigned under applicable law, all claims, suits, causes bound by the terms and conditions of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any . In furtherance of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims the Designated Borrower hereby represents and all other claims at law or in equity related warrants to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively each Lender as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.follows:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law. Form of Assignment and Assumption EXHIBIT B-2 FORM OF E-2 AFFILIATE LENDER ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) ASSUMPTION This Affiliate Lender Assignment and Acceptance Assumption (this “Assignment and AcceptanceAssumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]2 Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified belowbelow (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance Assumption as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the Assignor under the respective Assignors] in respect of the Term Loan Commitments and Term Loans facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and AcceptanceAssumption, without representation or warranty by [the][any] the Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 Exhibit E to Teradata Credit Agreement FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of NOTE Date: , FOR VALUE RECEIVED, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto undersigned (the “Standard Terms and ConditionsBorrower”), hereby promises to pay to or registered assigns (the “Lender”) are hereby agreed to and incorporated herein permitted by reference and made a part of this Assignment and Acceptance the Agreement (as if set forth herein in full. For an agreed considerationhereinafter defined), [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and provisions of the Agreement, the principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under that certain Revolving Credit Agreement, dated as of June 11, 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Effective Date inserted by “Agreement”; the terms defined therein being used herein as therein defined), among the Borrower, each lender and/or agent from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.10(a) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in dollars or the applicable Alternative Currency, as contemplated below the case may be, in Same Day Funds at the Administrative Agent’s Office for the applicable currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (iand before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty. If one or more of the Events of Default specified in the Agreement occurs and is continuing, all amounts then remaining unpaid on this Note shall become under certain circumstances, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of [business. The Lender may also attach schedules to this Note and endorse thereon the Assignor’s][the respective Assignors’] rights date, amount, currency and obligations in [maturity of its capacity as Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. TERADATA CORPORATION, a Lender][their respective capacities as Lenders] under the Delaware corporation By: Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Currency and Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit F to Teradata Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below FORM OF GUARANTY GUARANTY AGREEMENT This GUARANTY AGREEMENT, dated as of all of June 11, 2018 (this “Agreement”), is made by each Material Subsidiary (such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims capitalized term and all other claims at law capitalized terms not otherwise defined herein to have the meanings provided for in the recitals or in equity related Article I below) of TERADATA CORPORATION (the “Borrower”) listed on the signature pages hereof (such Material Subsidiaries, together with any Additional Guarantors which hereafter become a party to the rights and obligations sold and assigned this Agreement pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being Section 5.06, are collectively referred to herein collectively as [the][an] the “Assigned InterestGuarantors” and individually as a “Guarantor”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] AssigneeBANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for each of the Lenders and each L/C Issuer.

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken counterparts, which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. (Assignee to list names of credit contacts, addresses, phone and facsimile numbers, electronic mail addresses and account and payment information) [Letterhead of Borrower's Counsel] EXHIBIT B-2 E FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as OPINION OF COUNSEL January 24, 2003 Each of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and Lenders under the Credit Agreement, including those Lenders listed in Schedule A hereto Bank of America, N.A., as of the Effective Date inserted by the Administrative Agent for such Lenders Ladies and Gentlemen: We have acted as contemplated below counsel for Enbridge Energy Partners, L.P., a Delaware limited partnership (the "MLP"), in connection with its execution and delivery today of (i) all of [the Assignor’s][the respective Assignors’] rights Amended and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Restated Credit Agreement dated as of January 24, 2003 (the "Credit Agreement"), by and any other documents or instruments delivered pursuant among the MLP, the lenders from time to time parties thereto to (the extent related to the amount "Lenders"), and percentage interest identified below Bank of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable lawAmerica, all claimsN.A., suits, causes of action and any other right of [the Assignor as administrative agent (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Personsuch capacity, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i"Administrative Agent") and (ii) above being referred the promissory notes of even date herewith delivered pursuant to herein collectively as [the][an] “Assigned Interest”the Credit Agreement (the "Notes"). Each such sale Capitalized terms used and assignment is without recourse to [the][any] Assignor and, except as expressly provided not defined herein have the meanings assigned in this Assignment and Acceptance, without representation or warranty by [the][any] Assignorthe Credit Agreement. The benefit opinions expressed herein are being furnished to you pursuant to Section 4.01(a)(vii) of the Credit Agreement. In rendering the opinions expressed herein, we have (i) examined the Credit Agreement and the Notes (collectively, the "Financing Documents"), partnership records of the MLP, certificates of representatives of the MLP, certificates and other communications of public officials and such other instruments, agreements and documents as are in our judgment necessary to enable us to render the opinions expressed herein, and (ii) as to questions of fact material to the opinions expressed herein, and as to factual matters arising in connection with our examination of the aforesaid materials, relied, to the extent we deemed appropriate, upon the factual representations and warranties contained in the Financing Documents, upon such certificates, communications, instruments, agreements and documents and certain facts stated elsewhere herein. In making such examination and in such reliance, we have assumed the authenticity and completeness of all records, certificates, instruments, agreements and other documents submitted to us as originals, the conformity to authentic originals, records, certificates, instruments, agreements and other documents of all copies submitted to us as copies, and the authenticity of the originals of such latter records, certificates, instruments, agreements and other documents. In addition, we have assumed the legal capacity of each Security Document shall be maintained in favor natural person identified in, or indicated as having executed, any of [the][each] Assignee.those records, certificates, instruments, agreements and other documents and the genuineness of all signatures on all such records, certificates, instruments, agreements and other documents. In rendering the opinions expressed herein, we also have assumed the following:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken counterparts, which together shall be deemed to constitute one and the same instrument. This Assignment and Acceptance and the rights and obligations Delivery of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt an executed counterpart of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part signature page of this Assignment and Acceptance Assumption by telecopy shall be effective as if set forth herein delivery of a manually executed counterpart of this Assignment and Assumption. THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EXHIBIT B FORM OF OPINION OF XXXXXX XXXXXX LLP EXHIBIT C FORM OF BORROWING REQUEST BORROWING REQUEST Date: ________, ____ To: PNC Bank, National Association 000 Xxxxx Xxx., (Mail Stop P7-PFSC-O4I) Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Facsimile No.: 000-000-0000 Ladies and Gentlemen: Reference is made to that certain Term Loan Agreement, dated as of March 31, 2016 (as may be amended, restated, amended and restated, extended, supplemented or otherwise modified in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns writing from time to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and time in accordance with its terms, the Standard Terms and Conditions “Agreement”; the terms defined therein being used herein as therein defined), between NiSource Finance Corp., an Indiana corporation (the “Borrower”), NiSource Inc., as guarantor, the Lenders party thereto, PNC Bank, National Association, as the Administrative Agent, and the Credit Agreementother parties thereto. The Borrower hereby requests a Borrowing, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.follows:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Annex 1–1 to Exhibit B Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance Assumption shall be governed by, and construed in accordance with, the rights and obligations law of the parties hereunder State of New York. Annex 1–2 to Exhibit B EXHIBIT C to the Credit Agreement FORM OF NOTE $ New York, New York Note No. , 20 For value received, the undersigned TAMPA ELECTRIC COMPANY, a Florida corporation (“Borrower”), promises to pay to (“Lender”), at the office of located at , in lawful money of the United States of America and in immediately available funds, the principal amount of DOLLARS ($ ), or if less, the aggregate unpaid and outstanding principal amount of Loans made by Lender to Borrower pursuant to that certain Credit Agreement dated as of December 17, 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Borrower, the lenders party thereto (the “Lenders”) and Xxxxx Fargo Bank, National Association, as Administrative Agent for the Lenders (“Administrative Agent”), and all other amounts owed by Borrower to Lender hereunder. This is one of the Notes referred to in the Credit Agreement and is entitled to the benefits thereof and is subject to all terms, provisions and conditions thereof. Capitalized terms used and not defined herein shall have the meanings set forth in the Credit Agreement. The principal amount hereof is payable in accordance with the Credit Agreement, and such principal amount may be prepaid solely in accordance with the Credit Agreement. Borrower further agrees to pay, in lawful money of the United States of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of interest and at the times set forth in the Credit Agreement and Borrower agrees to pay other fees and costs as stated in the Credit Agreement. If any payment on this Note becomes due and payable on a date which is not a Banking Day, such payment shall be made on the first succeeding, or next preceding, Banking Day, in accordance with the terms of the Credit Agreement. All Loans made by Lender pursuant to the Credit Agreement and other Credit Facility Documents, and all payments and prepayments made on account of the principal balance hereof shall be recorded by Lender on the grid attached hereto, provided that failure to make such a notation shall not affect or diminish Borrower’s obligation to repay all amounts due on this Note as and when due. Upon the occurrence and during the continuation of any one or more Events of Default, all amounts then remaining unpaid on this Note may become or be declared to be immediately due and payable as provided in the Credit Agreement and other Credit Facility Documents. Borrower agrees to pay costs and expenses, including without limitation attorneys’ fees, as set forth in Section 8.4 of the Credit Agreement. This Note shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New York. TAMPA ELECTRIC COMPANY By: Name: Title: By: Name: Title: EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given D to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [theReserved] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed EXHIBIT E-1 to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto [Reserved] EXHIBIT E-2 to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and Credit Agreement FORM OF NOTICE OF CONVERSION OF LOAN TYPE (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned Delivered pursuant to clause (iSection 2.1.3) above ([Date] Xxxxx Fargo Bank, National Association, as Administrative Agent for the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.Lenders with copy to:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. F-4 Form of Assignment and Assumption EXHIBIT B-2 F-2 FORM OF ASSIGNMENT ADMINISTRATIVE QUESTIONNAIRE F-2-1 117236267v3 EXHIBIT G FORM OF GUARANTY AMENDED AND ACCEPTANCE RESTATED CONTINUING GUARANTY [Re: Tanger Properties Limited Partnership – Fourth Amended and Restated Liquidity Credit Agreement] FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to TANGER PROPERTIES LIMITED PARTNERSHIP, a North Carolina limited partnership (AFFILIATED LENDER) This Assignment and Acceptance (this the “Assignment and AcceptanceBorrower”) by BANK OF AMERICA, N.A., in its capacity as the Administrative Agent under the Credit Agreement referenced herein (in such capacity and together with its successors and assigns as permitted under the Credit Agreement, the “Agent”) and the Lenders, as such term is defined in that certain Fourth Amended and Restated Liquidity Credit Agreement dated as of July 13, 2021 (as the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][eachsame may be amended, an] restated, supplemented or otherwise modified from time to time, the “AssignorCredit Agreement”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several ; capitalized terms used herein and not joint.]4 Capitalized terms used but not otherwise defined herein shall have the meanings given to them set forth in the Credit Agreement identified belowAgreement) among the Borrower, receipt the Agent, and such Lenders, the undersigned Guarantor (whether one or more the “Guarantor”, and if more than one jointly and severally) hereby furnishes to the Agent, for the benefit of a copy the Agent and Lenders, its amended and restated guaranty of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions the Guaranteed Obligations (as hereinafter defined) as set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of herein; provided, that this Assignment and Acceptance as if set forth herein in full. For Guaranty constitutes an agreed considerationamendment, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]restatement, and [the][each] Assignee hereby irrevocably purchases continuation of that certain Continuing Guaranty initially entered into by Guarantor and assumes from [the Assignor][the respective Assignors], subject to and certain other parties in accordance with the Standard Terms and Conditions and the Credit Agreement, as favor of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Replaced Credit AgreementFacility (as the same may have been from time to time amended, any other documents restated, supplemented, or instruments delivered pursuant thereto otherwise modified, the “Replaced Guaranty”) and does not constitute a novation, termination or the loan transactions governed thereby release of or in any way based on or related with respect to any of the foregoingobligations or indebtedness represented by the Replaced Guaranty. Now, includingtherefore, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively Guarantor agrees as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.follows:

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken counterparts, which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law internal laws of the State of New YorkYork without regard to conflict of laws principles thereof. EXHIBIT B-2 FORM OF ASSIGNMENT F TO CREDIT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment GUARANTY AGREEMENT CERTIFICATE REGARDING NON-BANK STATUS Reference is made to the Credit and Acceptance (this “Assignment and Acceptance”) is Guaranty Agreement, dated as of December 12, 2016 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the Effective Date set forth below “Credit Agreement”; the terms defined therein and is entered into not otherwise defined herein being used herein as therein defined), by and between [the][each]1 Assignor identified in item 1 below among PRIMO WATER CORPORATION, a Delaware corporation ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “AssigneeCompany Representative”). [It is understood and agreed that , PRIMO PRODUCTS, LLC, a North Carolina limited liability company (“Products”), PRIMO DIRECT, LLC, a North Carolina limited liability company (“Direct”), PRIMO REFILL, LLC, a North Carolina limited liability company (“Refill”), PRIMO ICE, LLC, a North Carolina limited liability company (“ICE”), upon consummation of the rights and obligations Closing Date Acquisition, GLACIER WATER SERVICES, INC., a Delaware corporation (“Glacier Water”), upon consummation of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified belowClosing Date Acquisition, receipt of GW SERVICES, LLC, a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto California limited liability company (the “Standard Terms and ConditionsGWS”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]together with Company Representative, Products, Direct, Refill, ICE, Glacier Water, and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and any other Subsidiaries of Holdings that thereafter join the Credit Agreement, the “Companies” and each, a “Company”), the Lenders party thereto from time to time, and GXXXXXX SXXXX BANK USA, (“GSBUSA”), as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors such capacity, “Administrative Agent”), Collateral Agent (in their respective capacities as Lenderssuch capacity, “Collateral Agent”)] against any Person, whether known or unknown, arising under or in connection with and Lead Arranger. Pursuant to Section 2.19(c) of the Credit Agreement, any the undersigned hereby certifies that it is not a “bank” or other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or Person described in any way based on or related to any Section 881(c)(3) of the foregoingInternal Revenue Code of 1986, includingas amended. [NAME OF LENDER] By: ____________________________ Name: Title: EXHIBIT G-1 TO CREDIT AND GUARANTY AGREEMENT CLOSING DATE CERTIFICATE December [__], but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.2016 THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS:

General Provisions. Following the execution of this Assignment and Assumption, it will be delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to the Credit Agreement, effective as of the Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, in its sole discretion, be earlier than three Business Days after the date of such acceptance and recording by the Administrative Agent). This Assignment and Acceptance Assumption will be delivered to the Administrative Agent together with (a) the forms specified in Section 2.20(f) of the Credit Agreement, duly completed and executed by [the][each] Assignee; (b) if [the][each] Assignee is not already a Lender under the Credit Agreement, an administrative questionnaire, and (c) a processing and recordation fee of $3,500, if required under the Credit Documents. From and after the Effective Date, (a) [the][each] Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Assumption, have the rights and obligations of a Lender thereunder and under the other Credit Documents and shall be bound by the provisions thereof (including Section 10.6(c) of the Credit Agreement) and (b) [the][each] Assignor shall, to the extent provided in this Assignment and Assumption, relinquish its rights and be released from its obligations under the Credit Agreement. 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 Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance Assumption and the rights and obligations of the parties hereunder hereunder, including, but not limited to, the validity, interpretation, construction, breach, enforcement or termination hereof, and whether arising in contract or tort or otherwise, shall be governed by, and construed and interpreted in accordance with, with and be governed by the law of the State of New York. EXHIBIT B-2 CREDIT AND GUARANTY AGREEMENT FORM OF ASSIGNMENT AND ACCEPTANCE U.S. TAX COMPLIANCE CERTIFICATE (AFFILIATED LENDERFor Foreign Lenders That Are Not Partnerships or Pass-Thru Entities For U.S. Federal Income Tax Purposes) This Assignment Reference is made to the Credit and Acceptance (this “Assignment and Acceptance”) is Guaranty Agreement, dated as of December 10, 2018 (as the Effective Date set forth below same may be amended, restated, supplemented and/or otherwise modified from time to time, the “Credit Agreement”), among Lumentum Holdings Inc., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower from time to time party thereto as Guarantor Subsidiaries, the Lenders from time to time party thereto, and is entered into by and between [the][each]1 Assignor identified in item 1 below Deutsche Bank AG New York Branch, as Administrative Agent ([the][each, an] the “AssignorAdministrative Agent”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”)as Collateral Agent. [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not otherwise defined herein shall have the meanings given assigned to them in the Credit Agreement identified below, receipt Agreement. Pursuant to Section 2.20(f) of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.undersigned hereby certifies that:

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken counterparts, which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law internal laws of the State of New YorkYork without regard to conflict of laws principles thereof. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment E CERTIFICATE RE NON-BANK STATUS Reference is made to the Sixth Amended and Acceptance (this “Assignment and Acceptance”) is Restated Credit Agreement, dated as of May 19, 2010 (as the Effective Date set forth below same may be amended, restated, amended and is entered into restated, supplemented or otherwise modified from time to time, or otherwise renewed, refinanced or replaced from time to time (including subsequent or successive renewals, refinancings or replacements, and pursuant to one or more agreements or facilities), the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and between [the][each]1 Assignor identified in item 1 below ([the][eachamong Regal Cinemas Corporation, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][eachthe Lenders party thereto from time to time, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified belowSuisse AG, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance Cayman Islands Branch, as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Administrative Agent, and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject other agents party thereto. Pursuant to and in accordance with the Standard Terms and Conditions and Section 2.19(e) of the Credit Agreement, as the undersigned hereby certifies that it is not a “bank” or other Person described in Section 881(c)(3) of the Effective Date inserted by the Administrative Agent Internal Revenue Code of 1986, as contemplated below amended. [NAME OF LENDER] By: Name: Title: EXHIBIT F-1 CLOSING DATE CERTIFICATE May 19, 2010 THE UNDERSIGNED HEREBY CERTIFY, EACH IN HIS OR HER CAPACITY AS AN OFFICER OF REGAL CINEMAS CORPORATION, A DELAWARE CORPORATION (i“BORROWER”) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable lawAND NOT INDIVIDUALLY, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.AS FOLLOWS:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together mail shall be deemed to constitute one effective as delivery of a manually-signed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance Assumption shall be governed by, and construed in accordance with, the internal law of the State of Illinois. EXHIBIT H FORM OF PROMISSORY NOTE Date: , 20 FOR VALUE RECEIVED, the undersigned, [X. X. XXXXX CORPORATION][X.X. XXXXX ENTERPRISES LTD.][X.X. XXXXX INTERNATIONAL HOLDINGS B.V.] (the “Company”), hereby promises to pay to the order of (the “Lender”) the aggregate unpaid principal amount of all [U.S.][Canadian][Dutch] Loans made by the Lender to the Company pursuant to the Credit Agreement dated as of November 12, 2010 (as amended or otherwise modified from time to time, the “Credit Agreement”) among X. X. Xxxxx Corporation, X.X. Xxxxx Enterprises Ltd., X.X. Xxxxx International Holdings B.V., the several financial institutions from time to time party thereto and Xxxxx Fargo Bank, National Association, as Administrative Agent and L/C Issuer, on the dates and in the amounts specified pursuant to the Credit Agreement. The Company further promises to pay interest on the unpaid principal amount of the [U.S.][Canadian][Dutch] Loans evidenced hereby from time to time at the rates and on the dates provided in the Credit Agreement. The Lender is authorized to record the amount and the rights date on which each [U.S.][Canadian][Dutch] Loan is made by the Lender, and obligations each payment of principal with respect thereto, on the schedules annexed hereto or continuations thereof; provided that any failure to record such information thereon shall not in any manner affect any obligation of the parties hereunder Company under the Credit Agreement or this Promissory Note (this “Note”). This Note is one of the “Notes” referred to in, and is entitled to the benefits of, the Credit Agreement, which, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. Terms used but not defined herein have the respective meanings set forth in the Credit Agreement. This Note shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment Illinois applicable to contracts made and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each performed entirely within such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] AssigneeState.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance Assumption shall be governed by, and construed in accordance with, the rights and obligations law of the parties hereunder State of New York. EXHIBIT B to the Credit Agreement FORM OF REVOLVING NOTE $______________ New York, New York Note No. _______ _________, 201_ For value received, the undersigned TECO FINANCE, INC., a Florida corporation (“Borrower”), promises to pay to __________ (“Lender”) at the office of JPMorgan Chase Bank, N.A., located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 in lawful money of the United States of America and in immediately available funds, the principal amount of ____________________ DOLLARS ($____________ ), or if less, the aggregate unpaid and outstanding principal amount of Revolving Loans advanced by Lender to Borrower pursuant to that certain Third Amended and Restated Credit Agreement dated as of October 25, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Borrower, TECO Energy, Inc., the lenders party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (“Administrative Agent”), and all other amounts owed by Borrower to Lender hereunder. This is one of the Revolving Notes referred to in the Credit Agreement and is entitled to the benefits thereof and is subject to all terms, provisions and conditions thereof. Capitalized terms used and not defined herein shall have the meanings set forth in the Credit Agreement. The principal amount hereof is payable in accordance with the Credit Agreement, and such principal amount may be prepaid solely in accordance with the Credit Agreement. Borrower further agrees to pay, in lawful money of the United States of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of interest and at the times set forth in the Credit Agreement and Borrower agrees to pay other fees and costs as stated in the Credit Agreement. If any payment on this Note becomes due and payable on a date which is not a Banking Day, such payment shall be made on the first succeeding, or next preceding, Banking Day, in accordance with the terms of the Credit Agreement. All Revolving Loans made by Lender pursuant to the Credit Agreement and other Credit Facility Documents, and all payments and prepayments made on account of the principal balance hereof shall be recorded by Lender on the grid attached hereto, provided that failure to make such a notation shall not affect or diminish Borrower’s obligation to repay all amounts due on this Note as and when due. Upon the occurrence and during the continuation of any one or more Events of Default, all amounts then remaining unpaid on this Note may become or be declared to be immediately due and payable as provided in the Credit Agreement and other Credit Facility Documents. Borrower agrees to pay costs and expenses, including without limitation attorneys’ fees, as set forth in Section 8.4 of the Credit Agreement. This Note shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New York. TECO FINANCE, INC. By: Name: Title: Date Advance Prepayment or Repayment Outstanding Balance EXHIBIT B-2 C to the Credit Agreement FORM OF ASSIGNMENT AND ACCEPTANCE SWINGLINE NOTE $______________ New York, New York Note No. _______ _________, 201_ For value received, the undersigned TECO FINANCE, INC., a Florida corporation (AFFILIATED LENDER) This Assignment “Borrower”), promises to pay to __________ (“Swingline Lender”), at the office of JPMorgan Chase, N.A., located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in lawful money of the United States of America and Acceptance in immediately available funds, the principal amount of ___________________ DOLLARS (this “Assignment $___________ ), or if less, the aggregate unpaid and Acceptance”) is outstanding principal amount of Swingline Loans advanced by the Swingline Lender to Borrower pursuant to that certain Third Amended and Restated Credit Agreement dated as of October 25, 2011 (as amended, supplemented or otherwise modified from time to time, the Effective Date set forth below and is entered into “Credit Agreement”), by and between [the][each]1 Assignor identified in item 1 below among Borrower, TECO Energy, Inc., the lenders party thereto ([the][each, an] the “AssignorLenders”) and [the][each]2 Assignee identified in item 2 below JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders ([the][each, an] “AssigneeAdministrative Agent”), and all other amounts owed by Borrower to the Swingline Lender hereunder. [It This is understood one of the Swingline Notes referred to in the Credit Agreement and agreed that is entitled to the rights benefits thereof and obligations of [the Assignors][the Assignees]3 hereunder are several is subject to all terms, provisions and not joint.]4 conditions thereof. Capitalized terms used but and not defined herein shall have the meanings given to them set forth in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] AssigneeAgreement. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and principal amount hereof is payable in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or and such principal amount may be prepaid solely in accordance with the loan transactions governed thereby or Credit Agreement. Borrower further agrees to pay, in any way based on or related to any lawful money of the foregoingUnited States of America and in immediately available funds, includinginterest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, but by acceleration or otherwise) at the rates of interest and at the times set forth in the Credit Agreement and Borrower agrees to pay other fees and costs as stated in the Credit Agreement. If any payment on this Note becomes due and payable on a date which is not limited toa Banking Day, contract claimssuch payment shall be made on the first succeeding, tort claimsor next preceding, malpractice claimsBanking Day, statutory claims in accordance with the terms of the Credit Agreement. All Swingline Loans made by the Swingline Lender pursuant to the Credit Agreement and other Credit Facility Documents, and all payments and prepayments made on account of the principal balance hereof shall be recorded by the Swingline Lender on the grid attached hereto, provided that failure to make such a notation shall not affect or diminish Borrower’s obligation to repay all amounts due on this Note as and when due. Upon the occurrence and during the continuation of any one or more Events of Default, all amounts then remaining unpaid on this Note may become or be declared to be immediately due and payable as provided in the Credit Agreement and other claims at law Credit Facility Documents. Borrower agrees to pay costs and expenses, including without limitation attorneys’ fees, as set forth in Section 8.4 of the Credit Agreement. This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. TECO FINANCE, INC. By: Name: Title: Date Advance Prepayment or in equity related Repayment Outstanding Balance EXHIBIT D-1 to the rights and obligations sold and assigned Credit Agreement FORM OF NOTICE OF REVOLVING BORROWING (Delivered pursuant to clause Section 2.1.1.2) [Date] JPMorgan Chase Bank, N.A. 0000 Xxxxxx Xxxxxx, Floor 10 Houston, Texas 77002 Attention: Xxxxxx Xxxxxxx, Loan and Agency Services Telephone: (i000) above 000-0000 Fax: (000) 000-0000 with copy to: JPMorgan Chase Bank, N.A. 000 Xxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxxxxxx Re: TECO Finance, Inc. Third Amended and Restated Credit Agreement: Notice of Revolving Borrowing This Notice of Revolving Borrowing is delivered to you pursuant to Section 2.1.1.2 of the Third Amended and Restated Credit Agreement dated as of October 25, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TECO Energy, Inc., a Florida corporation, TECO Finance, Inc., a Florida corporation (“Borrower”), the lenders party thereto (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i“Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (ii) above being referred to herein collectively as [the][an] “Assigned InterestAdministrative Agent”). Each such sale and assignment is without recourse to [the][any] Assignor and, except All capitalized terms used herein shall have the respective meanings set forth in the Credit Agreement unless otherwise defined herein or unless the context requires otherwise. This Notice of Revolving Borrowing constitutes a request for a Borrowing as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.set out below:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT B-2 D RESERVED EXHIBIT E-1 FORM OF ASSIGNMENT AND ACCEPTANCE PROMISSORY NOTE FOR REVOLVING LOAN $[__________] [DATE] CHEMED CORPORATION, a Delaware corporation (AFFILIATED the “Borrower”), promises to pay to [LENDER) This Assignment and Acceptance ] or its registered assigns (this the “Assignment and AcceptanceLender”) [_______] DOLLARS ($[_________]) or, if less, the aggregate unpaid principal amount of all Revolving Loans made by the Lender to Borrower pursuant to the Credit Agreement (as hereinafter defined), in immediately available funds at the place specified pursuant to Article II of the Credit Agreement, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Credit Agreement. The Borrower shall pay, in Dollars, the principal of and accrued and unpaid interest on the Revolving Loans in full on the Maturity Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Revolving Loan and the date and amount of each principal payment hereunder. This Revolving Loan Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Third Amended and Restated Credit Agreement, dated as of June 30, 2014 (as the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the financial institutions from time party thereto as lenders ([the][each, an] the “AssignorLenders”) and [the][each]2 Assignee identified in item 2 below ([the][eachJPMorgan Chase Bank, an] “Assignee”)National Association, as Administrative Agent, to which Credit Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but herein and not otherwise defined herein shall have are used with the meanings given attributed to them in the Credit Agreement identified belowAgreement. This Note is also entitled to the benefits of the Collateral Documents and the obligations evidenced hereby are secured by the Liens granted under the Collateral Documents. This Note shall be governed by, receipt and construed in accordance with, the internal laws, but without regard to the conflict of a copy law provisions, of which is hereby acknowledged by the State of New York, but giving effect to federal laws applicable to national banks. CHEMED CORPORATION, as the Borrower By: Name: Title: SCHEDULE OF REVOLVING LOANS AND PAYMENTS OF PRINCIPAL TO REVOLVING LOAN NOTE OF CHEMED CORPORATION [theDATE] Date Principal Amount of Revolving Loan Principal Amount Paid Unpaid Balance EXHIBIT E-2 FORM OF PROMISSORY NOTE FOR TERM LOAN $[__________] [eachDATE] Assignee. The Standard Terms CHEMED CORPORATION, a Delaware corporation (the “Borrower”), promises to pay to [LENDER] or its registered assigns (the “Lender”) [_______] DOLLARS ($[_________]) or, if less, the aggregate unpaid principal amount of all Term Loans made by the Lender to Borrower pursuant to the Credit Agreement (as hereinafter defined), in immediately available funds at the place specified pursuant to Article II of the Credit Agreement, together with interest on the unpaid principal amount hereof at the rates and Conditions on the dates set forth in Annex 1 the Credit Agreement. The Borrower shall pay, in Dollars, the principal of and accrued and unpaid interest on the Term Loans in full on the Maturity Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Term Loan and the date and amount of each principal payment hereunder. This Term Loan Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Third Amended and Restated Credit Agreement, dated as of June 30, 2014 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the financial institutions from time party thereto as lenders (the “Standard Terms and ConditionsLenders”) and JPMorgan Chase Bank, National Association, as Administrative Agent, to which Credit Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. This Note is also entitled to the benefits of the Collateral Documents and the obligations evidenced hereby agreed are secured by the Liens granted under the Collateral Documents. This Note shall be governed by, and construed in accordance with, the internal laws, but without regard to the conflict of law provisions, of the State of New York, but giving effect to federal laws applicable to national banks. CHEMED CORPORATION, as the Borrower By: Name: Title: SCHEDULE OF TERM LOANS AND PAYMENTS OF PRINCIPAL TO TERM LOAN NOTE OF CHEMED CORPORATION [DATE] Date Principal Amount of Term Loan Principal Amount Paid Unpaid Balance EXHIBIT F OFFICER’S CERTIFICATE I, the undersigned, hereby certify to the “Administrative Agent” and incorporated the “Lenders” (each as defined below) that I am the ________________ of Chemed Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Borrower”). Capitalized terms used herein by reference and made a part not otherwise defined herein are as defined in that certain Third Amended and Restated Credit Agreement, dated as of this Assignment June 30, 2014 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the financial institutions from time to time party thereto as lenders (the “Lenders”) and Acceptance JPMorgan Chase Bank, National Association, as if set forth herein in fullAdministrative Agent. For an agreed considerationI further certify to the Administrative Agent and the Lenders, [the][each] Assignor hereby irrevocably sells as such officer and assigns not individually, that, pursuant to [the Assignee][the respective Assignees], and Section 4.1.4]7 [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and Section 6.1.3]8 of the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.date hereof:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall Form of Assignment and Assumption constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. Form of Assignment and Assumption EXHIBIT B-2 E-2 FORM OF ASSIGNMENT AND ACCEPTANCE ADMINISTRATIVE QUESTIONNAIRE See attached. E-2-1 Form of Administrative Questionnaire EXHIBIT G [Reserved] Form of Opinion EXHIBIT H [RESERVED] EXHIBIT I [RESERVED] EXHIBIT K-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (AFFILIATED LENDERFor Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) This Assignment and Acceptance (this “Assignment and Acceptance”) Reference is hereby made to that certain Credit Agreement, dated as of August 11, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “AssigneeCredit Agreement”), among Discovery Communications, LLC, a Delaware limited liability company (the “Company”), Discovery Communications, Inc., a Delaware corporation, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and Xxxxxxx Xxxxx Bank USA, as Administrative Agent. [It Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is understood the sole record and agreed beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10 percent shareholder” of the Company within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Company with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the rights information provided on this certificate changes, the undersigned shall promptly so inform the Company and obligations the Administrative Agent, and (2) the undersigned shall have at all times furnished the Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of [the Assignors][the Assignees]3 hereunder are several two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified belowAgreement. [NAME OF LENDER] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, receipt 20[ ] Form of a copy of which U.S. Tax Compliance Certificate EXHIBIT K-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth made to that certain Credit Agreement, dated as of August 11, 2017 (as amended, restated, extended, supplemented or otherwise modified in Annex 1 attached hereto writing from time to time, the “Credit Agreement”), among Discovery Communications, LLC, a Delaware limited liability company (the “Standard Terms Company”), Discovery Communications, Inc., a Delaware corporation, each lender from time to time party thereto (collectively, the “Lenders” and Conditionsindividually, a “Lender”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]), and [the][each] Assignee hereby irrevocably purchases and assumes from [Xxxxxxx Sachs Bank USA, as Administrative Agent. Pursuant to the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and provisions of Section 3.01(e) of the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10 percent shareholder” of the Company within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of [the Assignor’s][the respective Assignors’] rights and obligations two calendar years preceding such payments. Unless otherwise defined herein, terms defined in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] Form of U.S. Tax Compliance Certificate EXHIBIT K-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Credit Agreement, dated as of August 11, 2017 (as amended, restated, extended, supplemented or instruments delivered pursuant otherwise modified in writing from time to time, the “Credit Agreement”), among Discovery Communications, LLC, a Delaware limited liability company (the “Company”), Discovery Communications, Inc., a Delaware corporation, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and Xxxxxxx Xxxxx Bank USA, as Administrative Agent. Pursuant to the extent related to the amount and percentage interest identified below provisions of all Section 3.01(e) of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or instruments delivered pursuant thereto or indirect partners/members are the loan transactions governed thereby or in any way based on or related to sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the foregoingordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims (iv) none of its direct or indirect partners/members is a “10 percent shareholder” of the Company within the meaning of Section 871(h)(3)(B) of the Code and all other claims at law (v) none of its direct or in equity indirect partners/members is a controlled foreign corporation related to the rights and obligations sold and assigned pursuant to clause Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) above an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] Form of U.S. Tax Compliance Certificate EXHIBIT K-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Credit Agreement, dated as of August 11, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Discovery Communications, LLC, a Delaware limited liability company (the rights “Company”), Discovery Communications, Inc., a Delaware corporation, each lender from time to time party thereto (collectively, the “Lenders” and obligations sold individually, a “Lender”), and assigned by [the][any] Assignor Xxxxxxx Sachs Bank USA, as Administrative Agent. Pursuant to [the][any] Assignee the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to clauses this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10 percent shareholder” of the Company within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Company with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: _______________________ Name: ________________________ Title: ________________________ DATE: ________ __, 20[ ] Form of U.S. Tax Compliance Certificate EXHIBIT L FORM OF SOLVENCY CERTIFICATE Date: _____, 20[ ] To the Administrative Agent and each of the Lenders party to the Credit Agreement referred to below: I, the undersigned, the [Chief Financial Officer] of Discovery Communications, Inc., a Delaware Corporation (the “Parent”), in that capacity only and not in my individual capacity (and without personal liability), do hereby certify as of the date hereof, and based upon (i) facts and circumstances as they exist as of the date hereof (and disclaiming any responsibility for changes in such fact and circumstances after the date hereof) and (ii) above being referred such materials and information as I have deemed relevant to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided the determination of the matters set forth in this Assignment and Acceptancecertificate, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.that:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile telecopy or other electronic transmission) and all of said counterparts taken together means shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 D—FORM OF ASSIGNMENT AND ACCEPTANCE DESIGNATION AGREEMENT [DATE] To each of the Lenders parties to the Credit Agreement (AFFILIATED LENDERas defined below) This Assignment and Acceptance (this “Assignment to Citibank, N.A., as Agent for such Lenders Ladies and Acceptance”) Gentlemen: Reference is made to the Credit Agreement dated as of January 22, 2020 (as amended, restated, amended and restated, supplemented or modified from time to time, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “AssignorCredit Agreement”) among Jabil Inc., a Delaware corporation (the “Company”), the Lenders (as defined in the Credit Agreement) and [the][each]2 Assignee identified in item 2 below Citibank, N.A., as agent for the Lenders ([the][each, an] the “AssigneeAgent”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not Terms defined herein shall have the meanings given to them in the Credit Agreement identified beloware used herein with the same meaning. Please be advised that the Company hereby designates its undersigned Subsidiary, receipt ____________ (“Designated Subsidiary”), as a “Designated Subsidiary” under and for all purposes of a copy of which is hereby acknowledged by [the] [each] Assigneethe Credit Agreement. The Standard Terms Designated Subsidiary, in consideration of each Lender’s agreement to extend credit to it under and Conditions on the terms and conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as does hereby assume each of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights obligations imposed upon a “Designated Subsidiary” and obligations in [its capacity as a Lender][their respective capacities as Lenders] “Borrower” under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted agrees to be assigned under applicable law, all claims, suits, causes bound by the terms and conditions of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any . In furtherance of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims the Designated Subsidiary hereby represents and all other claims at law or in equity related warrants to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively each Lender as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.follows:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York, without regard to conflicts of laws principles. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) F Form of Exit Fee Assignment This Exit Fee Assignment and Acceptance (this “Assignment and AcceptanceExit Fee Assignment”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ASSIGNOR NAME] ([the][each, an] the “Assignor”) and [the][each]2 Assignee identified in item 2 below ASSIGNEE NAME] ([the][each, an] the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used herein but not otherwise defined herein shall have the meanings meaning given to them such terms in the Credit that certain Debtor-in-Possession Term Loan Agreement identified belowbelow (the “DIP Term Loan Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Exit Fee Assignment and Acceptance as if set forth herein in fullfull (the “Standard Terms and Conditions”). For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit DIP Term Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] an Applicable Holder under the Credit DIP Term Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans Applicable Portion identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] an Applicable Holder) against any Person, whether known or unknown, arising under or in connection with the Credit DIP Term Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and AcceptanceExit Fee Assignment, without representation or warranty by [the][any] the Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New YorkYork without regard to the conflict of law principles thereof to the extent that the application of the laws of another jurisdiction would be required thereby. EXHIBIT B-2 B FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of TERM NOTE ___________, ____ FOR VALUE RECEIVED, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto undersigned (the “Standard Terms and ConditionsBorrower”) are ), hereby agreed promises to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed considerationpay to _____________________ or registered assigns (the “Lender”), [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as provisions of the Effective Date inserted by Agreement (as hereinafter defined), the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the principal amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) from time to time made by the Lender to the extent permitted to be assigned Borrower under applicable law, all claims, suits, causes of action that certain Amended and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Restated Term Loan Credit Agreement, dated as of March 26, 2020 (as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent. The Borrower promises to pay interest on the unpaid principal amount of the Term Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any other documents or instruments delivered pursuant thereto or amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the loan transactions governed thereby due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Term Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in any way based on part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or related to any more of the foregoingEvents of Default specified in the Agreement, includingall amounts then remaining unpaid on this Term Note shall become, but not limited toor may be declared to be, contract claimsimmediately due and payable all as provided in the Agreement. Term Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Term Note and endorse thereon the date, tort claimsamount, malpractice claimscurrency and maturity of its Term Loans and payments with respect thereto. The Borrower hereby waives diligence, statutory claims presentment, protest and all other claims at law demand and notice of protest, demand, dishonor and non-payment of this Term Note. THE ASSIGNMENT OF THIS TERM NOTE AND ANY RIGHTS WITH RESPECT THERETO IS SUBJECT TO THE PROVISIONS OF THE AGREEMENT INCLUDING THE PROVISIONS GOVERNING THE REGISTER AND THE PARTICIPANT REGISTER. THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS TERM NOTE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. CONSTELLATION BRANDS, INC. By: Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Currency and Amount of Loan Made End of Interest Period Amount of Principal or in equity related Interest Paid This Date Outstanding Principal Balance This Date Notation Made By ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ EXHIBIT C FORM OF COMMITTED LOAN NOTICE Date: ___________, _____ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Amended and Restated Term Loan Credit Agreement, dated as of March 26, 2020 (as further amended, amended and restated, supplemented or otherwise modified from time to time, the rights and obligations sold and assigned pursuant to clause (i) above “Agreement;” the terms defined therein being used herein as therein defined), among Constellation Brands, Inc., a Delaware corporation (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned InterestBorrower”). Each such sale , the Lenders from time to time party thereto and assignment is without recourse to [the][any] Assignor andBank of America, except N.A., as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] AssignorAdministrative Agent. The benefit undersigned hereby requests (select one): ☐ A Borrowing of each Security Document shall be maintained in favor Loans ☐ A conversion or continuation of [the][each] Assignee.Loans

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 F-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance ADMINISTRATIVE QUESTIONNAIRE [see attached] F-2-1 Form of Administrative Questionnaire F-2-2 Form of Administrative Questionnaire F-2-3 Form of Administrative Questionnaire F-2-4 Form of Administrative Questionnaire F-2-5 Form of Administrative Questionnaire EXHIBIT G FORM OF JOINDER AGREEMENT JOINDER AGREEMENT, dated as of ___, 20__ (this “Assignment and AcceptanceJoinder Agreement”), made by Apple Hospitality REIT, Inc. (the “Borrower”) is and the Subsidiary[ies] of Apple Hospitality REIT, Inc. signatory hereto ([each] a “New Subsidiary Guarantor”), in favor of Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders referred to in that certain Third Amended and Restated Credit Agreement, dated as of the Effective Date set forth below July 25, 2022 (as amended, amended and is entered into by and between [the][each]1 Assignor identified restated, extended, supplemented or otherwise modified in item 1 below ([the][eachwriting from time to time, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, certain subsidiaries of Apple Hospitality REIT, Inc. from time to time party thereto, as Guarantors, the Lenders and L/C Issuers party thereto and Bank of the Effective Date inserted by the America, N.A., as Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”)Agent. Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.W I T N E S S E T H:

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAcceptance. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law of the State of New YorkYork (excluding the laws applicable to conflicts or choice of law). EXHIBIT B-2 E FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of NOTE FOR VALUE RECEIVED, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto undersigned (the “Standard Terms and Conditions”"Borrower") are hereby agreed promises to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed considerationpay to _____________ or registered assigns (the "Lender"), [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Second Amended and Conditions and the Restated Revolving Credit Agreement, dated as of June 2, 2006 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Effective Date inserted by "Agreement;" the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Fronting Bank and Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent's Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as contemplated below (iwell as after judgment) all computed at the per annum rate set forth in the Agreement. This Note is one of [the Assignor’s][the respective Assignors’] rights and obligations Notes referred to in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto Agreement, is entitled to the extent related benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and percentage interest identified below maturity of all of such outstanding rights its Loans and obligations of [the Assignor][the respective Assignors] in payments with respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignorthereto. The benefit Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of each Security Document shall be maintained in favor protest, demand, dishonor and non-payment of [the][each] Assignee.this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TIMBERLAND COMPANY By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- LOANS AND PAYMENTS WITH RESPECT THERETO

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile telecopy, email or other electronic transmission) and all method of said counterparts taken together transmission shall be deemed to constitute one as effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 B FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) BORROWING BASE CERTIFICATE Monthly accounting period ended _______________, 20__ Reference is made to that certain Senior Secured Revolving Credit Agreement, dated as of September 11, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the Effective Date set forth below and is entered into “Credit Agreement”), by and between [the][each]1 Assignor identified in item 1 below among Xxxxxxx Xxxxx Middle Market Lending Corp., a Delaware corporation ([the][each, an] the “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “AssigneeBorrower”), the financial institutions party thereto as Lenders, and SunTrust Bank, as the Administrative Agent. [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not herein without definition are so used as defined herein shall have the meanings given to them in the Credit Agreement identified belowAgreement. Pursuant to Sections 4.02(c), receipt 5.01(a)(iv), 5.01(a)(v) or 6.05(d), as applicable, the undersigned, the _________________ of the Borrower, and as such a copy Financial Officer of which is the Borrower, hereby acknowledged by [the] [each] Assignee. The Standard Terms certifies in his or her official (and Conditions set forth in Annex 1 not personal) capacity, represents and warrants on behalf of the Borrower that (a) attached hereto as Annex I is (i) a complete and correct list as of the “Standard Terms end of the monthly accounting period ended ______________, 20__ of all Portfolio Investments included in the Collateral and Conditions”(ii) are hereby agreed to a true and incorporated herein by reference and made a part correct calculation of this Assignment and Acceptance the Borrowing Base as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [of the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and end of such monthly accounting period determined in accordance with the Standard Terms and Conditions and requirements of the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (iib) to without limiting the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any generality of the foregoing, includingall Portfolio Investments included in the calculation of the Borrowing Base herein have been Delivered (as defined in, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned extent required pursuant to clause (ithe definition of “Deliver” and Section 7.01(a) above (of the rights Guarantee and obligations sold and assigned by [the][any] Assignor Security Agreement) to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assigneethe Collateral Agent.

General Provisions. This Assignment and Acceptance Lender Addendum shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Lender Addendum may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken counterparts, which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Lender Addendum by telecopy or electronic mail shall be effective as delivery of a manually executed counterpart of this Lender Addendum. This Assignment and Acceptance and the rights and obligations of the parties hereunder Lender Addendum shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance Assumption (this the “Assignment and AcceptanceAssumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified belowbelow (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [eachthe][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 I attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of under the Term Loan Commitments and Term Loans respective facilities identified below (including without limitation any Letters of Credit, guarantees, and Swing Line Advances included in such Facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions Advances governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and AcceptanceAssumption, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance Assumption shall be governed by, and construed in accordance with, the law of the State of North Carolina. EXHIBIT E-1 FORM OF REVOLVING LOAN NOTE PROMISSORY NOTE US$_____________________ ____________,________ FOR VALUE RECEIVED, the undersigned, XXXXXX’X-XXXXX, INC. (the “Borrower”), hereby promises to pay to the order of ____________ or its registered assigns (the “Lender”) the principal sum of ________________ Dollars ($____________) or, if less, the aggregate unpaid principal amount of the Revolving Loans made by the Lender to the Borrower pursuant to the Amended and Restated Credit Agreement, dated as of May 30, 2014 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, various financial institutions, and Bank of America, N.A., as Administrative Agent, on the dates and in the amounts provided in the Credit Agreement. The Borrower further promises to pay interest on the unpaid principal amount of the Revolving Loans evidenced hereby from time to time at the rates, on the dates, and otherwise as provided in the Credit Agreement. The Lender is authorized to endorse the amount and the rights date on which each Revolving Loan is made and obligations each payment of principal with respect thereto on the schedules annexed hereto and made a part hereof, or on continuations thereof which shall be attached hereto and made a part hereof; provided that any failure to endorse such information on such schedule or continuation thereof shall not in any manner affect any obligation of the parties hereunder Borrower under the Credit Agreement and this Promissory Note (this “Note”). This Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement, which Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. Terms defined in the Credit Agreement are used herein with their defined meanings therein unless otherwise defined herein. This Note shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto North Carolina without regard to the extent related to the amount and percentage interest identified below conflicts or choice of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assigneeprinciples thereof.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed in counterparts (and by one or more different parties hereto on different counterparts), each of the parties to which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile telecopy or other electronic transmission) and all of said counterparts taken together transmission shall be deemed to constitute one effective as delivery of an originally executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, with and governed by the law of the State of New YorkYork (without regard to the conflict of law principles thereof to the extent that the application of the laws of another jurisdiction would be required thereby). EXHIBIT B-2 B [FORM OF ASSIGNMENT AND ACCEPTANCE OF] TERM NOTE ___________, ____ FOR VALUE RECEIVED, the undersigned, Cable One, Inc., a Delaware corporation (AFFILIATED LENDER) This Assignment and Acceptance the “Borrower”), HEREBY PROMISES TO PAY ______________ or its registered assigns (this the “Assignment and AcceptanceLender”) is for the account of its applicable lending office the principal amount of each Term Loan made by the Lender to the Borrower under that certain Credit Agreement, dated as of June 30, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “AssignorCredit Agreement”) among the Borrower, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”)the other agents party thereto. [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] AssigneeAgreement. The Standard Terms Borrower promises to pay interest on the unpaid principal amount of the Term Loans made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and Conditions at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed Credit Agreement. This Term Note is one of the Notes referred to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Term Note is also entitled to the benefits of the Effective Date inserted Guarantee Agreement and the Security Agreement and is secured by the Administrative Agent as contemplated below (i) all Collateral. Upon the occurrence and continuation of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents one or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect more of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes Events of action and any other right of [the Assignor (Default specified in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, all amounts then remaining unpaid on this Term Note may become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. The Term Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Term Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The holder hereof, by its acceptance of this Term Note, agrees to the terms of, and to be bound by and to observe the provisions applicable to the Lenders contained in, the Credit Agreement. The Borrower hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Term Note. THE ASSIGNMENT OF THIS TERM NOTE AND ANY RIGHTS WITH RESPECT THERETO IS SUBJECT TO THE PROVISIONS OF THE CREDIT AGREEMENT INCLUDING THE PROVISIONS GOVERNING THE REGISTER AND THE PARTICIPANT REGISTER. THIS TERM NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS TERM NOTE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. CABLE ONE, INC. By: Name Title LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ EXHIBIT C [FORM OF] REVOLVING NOTE ___________, ____ FOR VALUE RECEIVED, the undersigned, Cable One, Inc., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY ______________ or its registered assigns (the “Lender”) for the account of its applicable lending office the principal amount of each Revolving Loan made by the Lender to the Borrower under that certain Credit Agreement, dated as of June 30, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and the other agents party thereto. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any other documents or instruments delivered pursuant thereto or amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the loan transactions governed thereby due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Revolving Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in any way based on or related part subject to any the terms and conditions provided therein. This Revolving Note is also entitled to the benefits of the foregoingGuarantee Agreement and the Security Agreement and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, includingall amounts then remaining unpaid on this Revolving Note may become, but not limited toor may be declared to be, contract claimsimmediately due and payable all as provided in the Credit Agreement. Each Revolving Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Note and endorse thereon the date, tort claimsamount and maturity of its Loans and payments with respect thereto. The holder hereof, malpractice claimsby its acceptance of this Revolving Note, statutory claims and all other claims at law or in equity related agrees to the rights terms of, and obligations sold to be bound by and assigned pursuant to clause observe the provisions applicable to the Lenders contained in, the Credit Agreement. The Borrower hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Note. THE ASSIGNMENT OF THIS REVOLVING NOTE AND ANY RIGHTS WITH RESPECT THERETO IS SUBJECT TO THE PROVISIONS OF THE CREDIT AGREEMENT INCLUDING THE PROVISIONS GOVERNING THE REGISTER AND THE PARTICIPANT REGISTER. THIS REVOLVING NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY). Each such sale EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS REVOLVING NOTE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. CABLE ONE, INC. By: Name Title LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ EXHIBIT D [ FORM OF] SECURITY AGREEMENT By CABLE ONE, INC., as Borrower and assignment is without recourse to [the][any] Assignor andCABLE ONE VOIP LLC, except as expressly provided in this Assignment a Guarantor and AcceptanceJPMORGAN CHASE BANK, without representation or warranty by [the][any] AssignorN.A., as Administrative Agent ______________________ Dated as of [ ], 2015 TABLE OF CONTENTS Page PREAMBLE 1 RECITALS 1 AGREEMENT 2 ARTICLE I DEFINITIONS AND INTERPRETATION SECTION 1.1. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.Definitions 2 SECTION 1.2. Interpretation 7 SECTION 1.3. Perfection Certificate 7 ARTICLE II GRANT OF SECURITY AND OBLIGATIONS

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 B FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance GUARANTY GUARANTY THIS GUARANTY, dated as of __________________ ___, 20__ (this “Assignment Guaranty”), executed and Acceptancedelivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other Persons, each a “Guarantor”, and collectively, the “Guarantors”) is dated as in favor of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][eachXXXXX FARGO BANK, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][eachNATIONAL ASSOCIATION, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors Administrative Agent (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising the “Administrative Agent”) for the Lenders under or in connection with the that certain Fourth Amended and Restated Credit Agreement, any dated as of December 21, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Xxxxxx Pacific Properties, L.P., a Maryland limited partnership (the “Borrower”), the financial institutions party thereto and their assignees under Section 13.6 thereof (the “Lenders”), the Administrative Agent, and the other documents or instruments delivered pursuant thereto or parties thereto, for its benefit and the loan transactions governed thereby or in any way based on or related to any benefit of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims other Lenders and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above Issuing Banks (the rights Administrative Agent, the other Lenders, and obligations sold the Issuing Banks, each individually a “Guarantied Party” and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] collectively, the “Assigned InterestGuarantied Parties”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment Each of the Lenders, Agents and Acceptance shall L/C Lenders hereby irrevocably appoints Administrative Agent as its agent and authorizes Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to Administrative Agent by the terms hereof and of the Security Documents, together with such actions and powers as are reasonably incidental thereto. Administrative Agent agrees to give promptly to each Lender a copy of each notice or other document received by it pursuant to any Credit Document (other than any that are required to be binding upon, and inure delivered to the benefit of, the parties hereto and their respective successors and permitted assignsLenders by any Obligor). This Assignment and Acceptance may be executed by one or more of the parties to this Assignment and Acceptance on any number of separate counterparts (including by facsimile Each Lender or other electronic transmission) and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Assignment and Acceptance and the rights and obligations of the parties financial institution serving as an Agent hereunder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] same rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (powers in its capacity as a Lender)][the respective Assignors Lender as any other Lender and may exercise the same as though it were not such Agent, and such Lender or other financial institution and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with any Company or Affiliate thereof as if it were not such Agent hereunder. Notwithstanding any provision to the contrary elsewhere in this Agreement, (A) the Lead Arranger and the Syndication Agent shall not have any duties or obligations, except as expressly set forth herein, or any fiduciary relationship with any Lender and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any of the Transaction Documents or otherwise exist against the Lead Arranger or Syndication Agent, (B) Administrative Agent shall not have any duties or obligations, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any of the Transaction Documents or otherwise exist against Administrative Agent and (C) the Documentation Agent shall not have any duties or obligations to, or any fiduciary relationship with, any Lender and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any of the Transaction Documents or otherwise exist against the Documentation Agent. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is required to exercise in their respective capacities writing by the Majority Lenders (or such other number or percentage of the Lenders as Lendersshall be required by Section 12.04)] against , and (c) except as expressly set forth herein, no Agent shall have any Personduty to disclose, whether known and shall not be liable for the failure to disclose, any information relating to any Company that is communicated to or unknownobtained by the financial institution serving as such Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be required by Section 12.04) or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to Administrative Agent and such Agent by Borrower or a Lender, arising under and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Credit Document, (ii) the Credit Agreementcontents of any certificate, report or other document delivered hereunder or under any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby Credit Document or in any way based on connection herewith, (iii) the performance or related to observance of any of the foregoingcovenants, includingagreements or other terms or conditions set forth herein, but (iv) the validity, enforceability, effectiveness or genuineness of any Credit Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Section 7 or elsewhere herein, other than (A) to confirm receipt of items expressly required to be delivered to such Agent or (B) to make a determination that any condition precedent set forth in Section 7 that is to be to such Agent's satisfaction is satisfied. Each Agent shall be entitled to rely upon, and shall not limited toincur any liability for relying upon, contract claimsany notice, tort claimsrequest, malpractice claimscertificate, statutory claims consent, statement, instrument, document or other writing be- lieved by it to be genuine and to have been signed or sent by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Agent may deem and treat the Person in whose name any Note is registered on the Register as the owner thereof for all purposes. Each Agent shall be fully justified in failing or refusing to take any action under any Credit Document unless it shall first receive such advice or concurrence of the Majority Lenders (or, if so specified by this Agreement, all Lenders or such other number or percentage of the Lenders as shall be required by Section 12.04) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all other claims at law liability and expense which may be incurred by it by reason of taking or continuing to take any such action (it being understood that this provision shall not release Administrative Agent from performing any action with respect to Borrower expressly required to be performed by it pursuant to the terms hereof) under this Agreement. Each Agent shall in all cases be fully protected in acting, or in equity related refraining from acting, under any Credit Document in accordance with a request of the Majority Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to the rights and obligations sold and assigned act pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document thereto shall be maintained in favor binding upon all the Lenders and all future holders of [the][each] Assigneethe Loans.