Common use of General Provisions Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the law internal laws of the State of New York. XXXXXXX X-0 Annex 1-1 EXHIBIT D FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is PROMISSORY NOTE Dallas, Texas [__________], 20[__] FOR VALUE RECEIVED, the undersigned, DENBURY RESOURCES INC., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay [__________] or its registered assigns (the “Lender”), at the Administrative Agent’s Office or such other place as JPMORGAN CHASE BANK, N.A. (the “Administrative Agent”) shall have specified, in Dollars and in immediately available funds, in accordance with Section 5.3 of the Credit Agreement (as defined below) on the Termination Date, the aggregate unpaid principal amount, if any, of all advances made by the Lender to the Borrower in respect of DIP Loans pursuant to the Credit Agreement. The Borrower further promises to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates per annum and Guaranty on the dates specified in Section 2.8 of the Credit Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning provided in Section 1.1 of the Credit Agreement. This Promissory Note is one of the promissory notes referred to in Section 2.5(e) of the Senior Secured Super Priority Debtor-in-Possession Credit Agreement, dated as of December [ ]August 4, 2018 2020 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the AcquisitionBorrower, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings Guarantors from time to time party thereto, the Lenders banks, financial institutions and other lending institutions from time to time party thereto (collectively with the Lender, the “Lenders”) and Nomura Corporate Funding AmericasJPMORGAN CHASE BANK, LLC (together with one or more sub-agents or designees)N.A., as Administrative Agent and L/C the Letter of Credit Issuer. Unless otherwise defined hereinThis Promissory Note is subject to, terms defined and the Lender is entitled to the benefits of, the provisions of the Credit Agreement, and the DIP Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Agreement and used Documents. The DIP Loans evidenced hereby are subject to prepayment prior to the Termination Date in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them whole or in part, as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Promissory Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive diligence, presentment, demand, protest and notice of any kind whatsoever in connection with this Promissory Note. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or the Lender, any right, remedy, power or privilege hereunder or under the Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. A waiver by the Administrative Agent or the Lender of any right, remedy, power or privilege hereunder or under any Credit Document on any one occasion shall not be construed as a bar to any right or remedy that the Administrative Agent or the Lender would otherwise have on any future occasion. The Assignor identified rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights, remedies, powers and privileges provided by law. All payments in respect of the principal of and interest on Schedule I hereto (this Promissory Note shall be made to the “Assignor”) Person recorded in the Register as the holder of this Promissory Note, as described more fully in Section 2.5 of the Credit Agreement, and such Person shall be treated as a Lender hereunder for all purposes of the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:Credit Agreement. THIS PROMISSORY NOTE, AND ANY CLAIM, CONTROVERSY, OR DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS PROMISSORY NOTE, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be deemed to be a contract made under, governed by, and construed in accordance with, the law laws of the State of New York, including for such purposes Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York. XXXXXXX X-0 EXHIBIT E [FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference OF] COMPLIANCE CERTIFICATE FERRO CORPORATION This Compliance Certificate is made delivered pursuant to Section 7.1.1 of the Credit and Guaranty Agreement, dated as of December [ ]February 14, 2018 2017 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx PurchaserFerro Corporation, Inc., a Delaware an Ohio corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “BorrowerCompany”), Lxxxxx Pool Products, Inc., as a Delaware corporation (“LPP” and immediately upon consummation of the Acquisitionborrower, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings Designated Borrowers from time to time party thereto, the Lenders lenders from time to time party thereto and Nomura Corporate Funding Americasthereto, LLC (together with one or more sub-agents or designees)PNC Bank, National Association, as the Administrative Agent and L/C as the Collateral Agent for the Secured Parties and as an Issuer, Deutsche Bank AG New York Branch, as Syndication Agent and as an Issuer, and the various financial institutions and other Persons from time to time parties thereto. Unless otherwise Terms used herein but not defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given ascribed to them such terms in the Credit Agreement. The Assignor identified on Schedule I hereto Company hereby certifies, represents and warrants that, as of , 20 (the “AssignorComputation Date”) ), no Default had occurred and was continuing.1 The Company hereby further represents and warrants that as of the Assignee identified on Schedule I hereto (the “Assignee”) agree as followsComputation Date:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in by one or more of the parties hereto on any number of separate counterparts, each of which together shall be an original, but all of which, taken together, shall constitute one instrumentoriginal agreement. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile, email or other electronic transmission (including in portable document format (“pdf”) or other similar format) shall be effective as delivery of a manually executed counterpart of this Assignmenthereof. This Assignment and Assumption shall be governed by, and construed in accordance withwith and governed by, the law of the State of New YorkYork without regard to conflicts of principles of law that would require the application of the laws of another jurisdiction. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made EXHIBIT D Form of COMPLIANCE CERTIFICATE I, [_________], the [Financial Officer] of [_____________] (in such capacity and not in my individual capacity), hereby certify that, with respect to the that certain Amended and Restated Credit and Guaranty Agreement, dated as of December [ ]June 2, 2018 2015 (as amended, restated, amended and restatedsupplemented, extended, supplemented renewed, refunded, replaced, refinanced or otherwise modified in writing from time to timetime in one or more agreements, the “Credit Agreement”), by and among Lxxxxx Purchaser, Inc.NOVELIS INC., a Delaware corporation (“Purchaser” andamalgamated under the Canada Business Corporations Act, prior to AV METALS INC., a corporation formed under the consummation of the AcquisitionCanada Business Corporations Act, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings Subsidiary Guarantors from time to time party theretothereto (such term and each other capitalized term used but not defined herein having the meaning given to it in the Credit Agreement), the Lenders from time to time party thereto and Nomura Corporate Funding Americasthereto, LLC (together with one or more sub-agents or designees)BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer. Unless otherwise defined hereinas Collateral Agent, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as followsother parties party thereto:

General Provisions. This Assignment Within five days following the execution of this Amendment by Landlord and Tenant, Tenant shall deliver to Landlord, as collateral for the full performance by Tenant of all of its obligations under the Lease, as amended by this Amendment and for all losses and damages Landlord may suffer as a result of any default by Tenant under the Lease, a standby, unconditional, irrevocable, transferable letter of credit (“Tenant’s Letter of Credit”) in the form of Exhibit F hereto (or another form approved by Tenant) and containing the terms required herein, in the face amount of $75,000 (“Tenant’s Letter of Credit Amount”), naming Landlord as beneficiary, permitting multiple and partial draws thereon, and otherwise in form acceptable to Landlord in its sole discretion. Tenant’s Letter of Credit shall be binding uponissued by a commercial bank acceptable to Landlord and (a) that is chartered under the laws of the United States, any State thereof or the District of Columbia, and inure to which is insured by the benefit ofFederal Deposit Insurance Corporation; (b) whose long-term, unsecured and unsubordinated debt obligations are rated in the parties hereto highest category by at least two of Fitch Ratings Ltd. (“Fitch”), Xxxxx’x Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Services (“S&P”) or their respective successors (the “Rating Agencies”) (which shall mean AAA from Fitch, Aaa, from Moody’s and assignsAAA from Standard & Poor’s); and (c) which has a short-term deposit rating in the highest category from at least two Rating Agencies (which shall mean Fl from Xxxxx, X-x from Moody’s and A-l from S&P) (collectively, “Tenant’s LC Issuer Requirements”). This Assignment may be executed If at any time, Tenant’s LC Issuer Requirements are not met, or if the financial condition of such issuer changes in any number other materially adverse way, as determined by Landlord in its reasonable discretion, Tenant shall, within five business days of counterpartswritten notice from Landlord, deliver to Landlord a replacement Tenant’s Letter of Credit which together otherwise meets, the requirements of this Amendment and that meets Tenant’s LC Issuer Requirements (and Tenant’s failure to do so shall, notwithstanding anything in the Lease, as amended by this Amendment, to the contrary, constitute an Event of Default for which there shall constitute one instrumentbe no notice or grace or cure periods being applicable thereto other than the aforesaid five-business-day period). Delivery Among other things, Landlord shall have the right under such circumstances to immediately, and without further notice to Tenant, present a draw under Tenant’s Letter of an executed counterpart Credit for payment and to hold the proceeds thereof. Tenant shall cause Tenant’s Letter of Credit to be continuously maintained in effect (whether through replacement, renewal or extension) in Tenant’s Letter of Credit Amount through the date (“Tenant’s Final LC Expiration Date”) that is 60 days after the scheduled expiration date of the Term or any renewal Term. If Tenant’s Letter of Credit held by Landlord expires earlier than the Tenant’s Final LC Expiration Date (whether by reason of a signature page stated expiration date or a notice of this Assignment termination or non-renewal given by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made to the Credit and Guaranty Agreement, dated as of December [ ], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”issuing bank), among Lxxxxx Purchaser, Inc., Tenant shall deliver a Delaware corporation (“Purchaser” and, new Tenant’s Letter of Credit or certificate of renewal or extension to Landlord not later than 30 days prior to the consummation expiration date of Tenant’s Letter of Credit then held by Landlord. Any renewal or replacement Tenant’s Letter of Credit shall comply with all of the Acquisitionprovisions of this Section 11, shall be irrevocable, transferable and shall remain in effect (or be automatically renewable) through the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately Tenant’s Final LC Expiration Date upon consummation the same terms as the expiring Tenant’s Letter of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the Credit or such other Subsidiaries of Holdings from time terms as may be acceptable to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined Landlord in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:its sole discretion.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND ASSUMPTION Reference is made NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D [Intentionally Omitted] EXHIBIT E NOTE January 31, 2012 [BORROWER'S NAME], (the “Borrower”) promises to pay to the order of [LENDER] (the “Lender”) 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, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit and Guaranty Agreement, Agreement dated as of December [ ]January 31, 2018 2012 (which, as it may be amended, restated, amended and restated, extended, supplemented or otherwise modified and in writing effect from time to time, is herein called the “Credit Agreement”), among Lxxxxx PurchaserAcuity Brands, Inc., a Delaware corporation Inc. (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“HoldingsCompany”), the Borrower, certain other Subsidiaries of Holdings from time to time the Company party thereto as Borrowers, the lenders party thereto, including the Lenders from time to time party thereto Lender and Nomura Corporate Funding AmericasJPMorgan Chase Bank, LLC (together with one or more sub-agents or designees)N.A., as Administrative Agent Agent, to which Agreement reference is hereby made for a statement of the terms and L/C Issuerconditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Unless Capitalized terms used herein and not otherwise defined herein, terms defined in the Credit Agreement and herein are used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have with the meanings given attributed to them in the Credit Agreement. The Assignor identified Borrower hereby waives presentment, demand, protest and any notice of any kind. No failure to exercise and no delay in exercising, any rights hereunder on Schedule I hereto (the “Assignor”) part of the holder hereof shall operate as a waiver of such rights. This Note shall be construed in accordance with and governed by the Assignee identified on Schedule I hereto (law of the “Assignee”) agree as follows:State of New York. [BORROWER'S NAME] By: Print Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE DATED JANUARY 31, 2012 Principal Maturity Principal Currency of Amount of of Interest Amount Unpaid Date Loan Loan Period Paid Balance EXHIBIT F LIST OF CLOSING DOCUMENTS CLOSING DOCUMENTS $250,000,000 CREDIT FACILITY ACUITY BRANDS, INC. ACUITY BRANDS LIGHTING, INC. AND CERTAIN SUBSIDIARY BORROWERS January 31, 2012 LIST OF CLOSING DOCUMENTS1 A. LOAN DOCUMENTS

General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of laws principles thereof that would result in the application of any law other than the law of the State of New York. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT [Remainder of page intentionally left blank] EXHIBIT E TO CREDIT AND ASSUMPTION GUARANTY AGREEMENT CERTIFICATE RE NON-BANK STATUS Reference is made to the Credit and Guaranty Agreement, dated as of December [ ]July 23, 2018 2014 (as it may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to timemodified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Lxxxxx PurchaserTERRAFORM POWER OPERATING, Inc., a Delaware corporation LLC (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool ProductsTERRAFORM POWER, Inc.LLC, a Delaware corporation (“LPP” and immediately upon consummation certain Subsidiaries of the AcquisitionBorrower, as Guarantors, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings Lenders party thereto from time to time party theretotime, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees)XXXXXXX XXXXX BANK USA, as Administrative Agent and L/C IssuerCollateral Agent, and the other Persons party thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”Pursuant to Section 2.20(c) shall have the meanings given to them in of the Credit Agreement, the undersigned hereby certifies that it is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code of 1986, as amended. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows[NAME OF LENDER] By: Name: Title: EXHIBIT F-1 TO CREDIT AND GUARANTY AGREEMENT CLOSING DATE CERTIFICATE THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS:

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

General Provisions. This Assignment shall be binding upon, and inure to lien, encumbrance or other adverse claim, (iii) its Commitment and the outstanding balances of the benefit of, the parties hereto and their respective successors and assigns. This Assignment its Loans, without giving effect to assignments thereof that have not become effective, are as set may be executed in any number of counterparts, which together shall constitute one instrument. forth in this Assignment and (iv) it has full power and authority, and has taken all action Delivery of an executed counterpart of a signature page of this Assignment by telecopy or other necessary, to execute and deliver this Assignment and to consummate the transactions electronic transmission shall be effective as delivery of a manually executed counterpart of this contemplated hereby; and (b) except as set forth in clause (a) above, makes no representation or Assignment. This Assignment shall be governed byTHIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE warranty and assumes no responsibility with respect to (i) any statements, and construed warranties or PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND representations made in accordance with, the law of the State of New York. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made to the Credit and Guaranty Agreement, dated as of December [ ], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together connection with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption or any of the other Loan GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Documents (this “Assignment”as defined below), (ii) shall have the meanings given to them in execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument [Remainder of page intentionally left blank] or document delivered pursuant thereto, other than this Assignment (herein, collectively, the Loan Documents the performance or observance by the Borrower or any of its Subsidiaries or any other Person of any of their respective obligations under any Loan Document or any other instrument or document furnished pursuant thereto. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:1.2

General Provisions. The Administrative Agent shall be entitled to rely upon without independent investigation the representations by the Assignor and Assignee contained in this Assignment and Assumption and shall not incur any liability for relying upon such representations. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic transmission (including by .pdf) shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT B FORM OF AFFILIATED LENDER ASSIGNMENT GUARANTEE AND ASSUMPTION SECURITY AGREEMENT [See Attached] [Filed as Exhibit 10.5 of National Mentor Holdings, Inc. Form 10-Q for the quarterly period ended March 31, 2014] EXHIBIT C FORM OF EXEMPTION CERTIFICATE Reference is made to the Credit and Guaranty Agreement, dated as of December [ ]January 31, 2018 2014, (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx PurchaserNMH HOLDINGS, Inc.LLC, a Delaware limited liability company (“Holdings”), NATIONAL MENTOR HOLDINGS, INC., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” the several banks and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings financial institutions or entities from time to time parties thereto (the “Lenders”), BARCLAYS BANK PLC, as administrative agent, and the other agents, arrangers and bookrunners party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto (the “AssignorNon-U.S. Lender”) is providing this certificate pursuant to Section 2.19(d) of the Credit Agreement. The Non-U.S. Lender hereby represents and the Assignee identified on Schedule I hereto (the “Assignee”) agree as followswarrants that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkYork (without giving effect to any choice or conflict of law provision or rule that would cause the application of the domestic substantive laws of any other state). XXXXXXX X-0 EXHIBIT E-1 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference GUARANTY (ADMINISTRATIVE BORROWER) 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 certain Subsidiaries of ALEXION PHARMACEUTICALS, INC., a Delaware corporation (the “Administrative Borrower”) from time to time party to the Credit Agreement referred to below as designated borrowers (each a “Designated Borrower”, and Guaranty together with the Administrative Borrower, the “Borrowers” and each, a “Borrower”) by (a) BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”) for itself and the other lenders (the “Lenders”) from time to time party to that certain Credit Agreement, dated as of December [ ]February 7, 2018 2012 (as amended, restated, amended and restated, extended, supplemented or otherwise modified and in writing effect from time to time, the “Credit Agreement”), by and among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party theretoBorrowers, the Lenders from time to time party thereto and Nomura Corporate Funding Americasthe Administrative Agent, LLC and (together with one or more sub-agents or designees), b) the other Secured Parties (as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement Agreement), each of the undersigned (whether one or more, collectively, referred to herein as the “Guarantor”, and used in this Affiliated Lender Assignment if more than one jointly and Assumption severally) hereby furnishes its guaranty of the Guaranteed Obligations (as hereinafter defined) to the Administrative Agent, for the benefit of itself and the other Secured Parties, as follows (this “AssignmentGuaranty”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:):

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkYork (excluding the laws applicable to conflicts or choice of law to the extent that the application of the law of another jurisdiction would be required thereby). XXXXXXX X-0 EXHIBIT B FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is NOTE , FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to [NAME OF LENDER] or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit and Guaranty Agreement, dated as of December [ ]October 20, 2018 2017 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”;” the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the AcquisitionBorrower, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” Lender and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings financial institutions from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Swing Line Lender. The Borrower promises to pay interest on the Lenders unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY). XXXXXXX & XXXX FINANCIAL, INC. By: Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT C [INTENTIONALLY OMITTED] EXHIBIT D FORM OF REVOLVING BORROWING REQUEST Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of October 20, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Xxxxxxx & Xxxx Financial, Inc. (the “Borrower”), the several financial institutions from time to time party thereto (collectively, the “Lenders” and Nomura Corporate Funding Americaseach individually, LLC a “Lender”), and Bank of America, N.A., as administrative agent for the Lenders (in such capacity, together with one or more sub-agents or designees)any successors thereto in such capacity, as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto (the “AssignorAdministrative Agent”) and the Assignee identified on Schedule I hereto Swing Line Lender. The undersigned hereby requests (the “Assignee”) agree as follows:select one):

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, by and construed in accordance with, with the law laws of the State of New York. XXXXXXX X-0 EXHIBIT H [FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION OF] MATURITY DATE EXTENSION REQUEST [Insert Date] JPMorgan Chase Bank, N.A., as Administrative Agent 380 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: [•] Fax: [•] Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement, Agreement dated as of December [ [•], 2018 2014 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx PurchaserVectrus, Inc., an Indiana corporation, Exelis Systems Corporation, a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Productsthe Lenders and Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. In accordance with Section 2.22 of the Credit Agreement, the undersigned hereby requests [(a)] an extension of the [insert applicable Class] Maturity Date from [•] to [•][, (b) the Applicable Rate to be applied in determining the interest payable on [insert applicable Class] Loans of[, and fees payable under the Credit Agreement to,] Consenting Lenders in respect of that portion of their [[insert applicable Class] Loans] extended to the new Maturity Date to be [•]%, which changes shall be effective as of [•] and (c) the amendments to the terms of the Credit Agreement set forth below, which amendments will become effective on [•]:] [Insert amendments to Credit Agreement, if any] [Signature Pages Follow] Very truly yours, EXELIS SYSTEMS CORPORATION By: Name: Title: EXHIBIT I-1 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of [•], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Vectrus, Inc., an Indiana corporation, Exelis Systems Corporation, a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time and Issuing Banks party thereto and Nomura Corporate Funding AmericasJPMorgan Chase Bank, LLC (together with one or more sub-agents or designees)N.A., as Administrative Agent. Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any promissory 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 Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and L/C Issuerthe Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto [NAME OF LENDER] By: Name: Title: Date: , 20[ ] EXHIBIT I-2 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of [•], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Vectrus, Inc., an Indiana corporation, Exelis Systems Corporation, a Delaware corporation (the “AssignorBorrower”), the Lenders and Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Assignee identified Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on Schedule I hereto this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT I-3 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of [•], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Vectrus, Inc., an Indiana corporation, Exelis Systems Corporation, a Delaware corporation (the “AssigneeBorrower”), the Lenders and Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) agree 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 Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT I-4 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of [•], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Vectrus, Inc., an Indiana corporation, Exelis Systems Corporation, a Delaware corporation (the “Borrower”), the Lenders and Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any promissory note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] EXHIBIT J [FORM OF] SOLVENCY CERTIFICATE [•], 2014 Pursuant to Section [4.02(h)] of the Credit Agreement dated as of [•], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Vectrus, Inc., an Indiana corporation (“Holdings”), Exelis Systems Corporation, a Delaware corporation (the “Borrower”), the Lenders and Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, the undersigned hereby certifies, solely in such undersigned’s capacity as [chief financial officer] [chief accounting officer] [specify other officer with equivalent duties] of Holdings, and not individually, as follows: I am generally familiar with the businesses and assets of Holdings, the Borrower and the Restricted Subsidiaries, taken as a whole, and am duly authorized to execute this Solvency Certificate on behalf of Holdings pursuant to the Credit Agreement. As of the date hereof, after giving effect to the consummation of the Transactions, including the making of the Loans under the Credit Agreement, and after giving effect to the application of the proceeds of such indebtedness:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT F FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION SECURITY AGREEMENT [attached] EXHIBIT G FORM OF INTERCOMPANY NOTE [attached] EXHIBIT I-1 FORM OF UNITED STATES TAX COMPLIANCE CERTIFICATE (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Third Amended and Restated Credit and Guaranty Agreement, dated as of December [ ]August 10, 2018 2017 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx PurchaserAPX Group, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool ProductsAPX Group Holdings, Inc., a Delaware corporation, the other Guarantors party thereto from time to time, each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in the Credit Agreement. Pursuant to the provisions of Section 3.01(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) it is not a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any Loan Document are effectively connected with a U.S. trade or business conducted by the undersigned. The undersigned has furnished the Borrower and the Administrative Agent with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [Signature Page Follows] [Lender] By: Name: Title: [Address] Dated: ______________________, 20[ ] EXHIBIT I-2 FORM OF UNITED STATES TAX COMPLIANCE CERTIFICATE (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Third Amended and Restated Credit Agreement, dated as of August 10, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among APX Group, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp.APX Group Holdings, Inc., a Delaware corporation, the other Guarantors party thereto from time to time, each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to the provisions of Section 3.01(d) 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 the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members that is claiming the portfolio interest exemption (its “applicable partners/members”) is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iv) none of its applicable partners/members is a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its applicable partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected with a U.S. trade or business conducted by the undersigned or any of its applicable partners/members. The undersigned has furnished the Borrower and the Administrative Agent with an Internal Revenue Service Form W-8IMY accompanied by one of the following forms from each of its applicable partners/members: (i) an Internal Revenue Service Form W-8BEN or W-8BEN-E or (ii) an Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN or W-8BEN-E, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [Signature Page Follows] [Lender] By: Name: Title: [Address] Dated: ______________________, 20[ ] EXHIBIT I-3 FORM OF UNITED STATES TAX COMPLIANCE CERTIFICATE (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Third Amended and Restated Credit Agreement, dated as of August 10, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among APX Group, Inc., a Delaware corporation (the “Borrower”), APX Group Holdings, Inc., a Delaware corporation, the other Guarantors party thereto from time to time, each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to the provisions of Section 3.01(d) and Section 10.07(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) it is not a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any Loan Document are effectively connected with a U.S. trade or business conducted by the undersigned. The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [Signature Page Follows] [Participant] By: Name: Title: [Address] Dated: ______________________, 20[ ] EXHIBIT I-4 FORM OF UNITED STATES TAX COMPLIANCE CERTIFICATE (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Third Amended and Restated Credit Agreement, dated as of August 10, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among APX Group, Inc., a Delaware corporation (the “Borrower”), APX Group Holdings, Inc., a Delaware corporation, the other Guarantors party thereto from time to time, each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent, as L/C Issuer and Swing Line Lender. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to the provisions of Section 3.01(d) and Section 10.07(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members that is claiming the portfolio interest exemption (its “applicable partners/members”) is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iv) none of its applicable partners/members is a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its applicable partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected with a U.S. trade or business conducted by the undersigned or any of its applicable partners/members. The undersigned has furnished its participating Lender with an Internal Revenue Service Form W-8IMY accompanied by one of following forms from each of its applicable partners/members: (i) an Internal Revenue Service Form W-8BEN or W-8BEN-E or (ii) an Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [Signature Page Follows] [Participant] By: Name: Title: [Address] Dated: ______________________, 20[ ] [Reserved] EXHIBIT L FORM OF CLOSING DATE INTERCREDITOR AGREEMENT [attached] EXHIBIT M FORM OF LETTER OF CREDIT REPORT Date: , 20 To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to the Third Amended and Restated Credit Agreement, dated as of August 10, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among APX Group, Inc., a Delaware corporation, (“Borrower”), APX Group Holdings, Inc., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings Guarantors party thereto from time to time party theretotime, the Lenders each lender from time to time party thereto and Nomura Corporate Funding AmericasBank of America, LLC (together with one or more sub-agents or designees)N.A., as Administrative Agent and Agent, as L/C IssuerIssuer and Swing Line Lender. Unless Capitalized terms used herein and not otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given assigned to them such terms in the Credit Agreement. The Assignor identified This report is being delivered pursuant to Section 2.03(n) of the Credit Agreement. Set forth in the table below is a description of each Letter of Credit issued by the undersigned and outstanding on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as followsdate hereof. L/C No. Maximum Face Amount Current Face Amount Beneficiary Name Issuance Date Expiry Date Auto Renewal Date of Amendment Amount of Amendment [APPLICABLE L/C ISSUER] By: Name:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT B FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made BID RATE NOTE , 20 FOR VALUE RECEIVED, the undersigned, EQC OPERATING TRUST, a real estate investment trust organized under the laws of Maryland (the “Borrower”), hereby unconditionally promises to pay to or registered assigns (the “Lender”), in care of Xxxxx Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”), to its address at 000 Xxxxxx Xxxxxx S., 00xx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other address as may be specified by the Administrative Agent to the Borrower, the aggregate unpaid principal amount of Bid Rate Loans made by the Lender to the Borrower under the Credit Agreement (defined below), on the dates and Guaranty in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Bid Rate Loan, at such office at the rates and on the dates provided in the Credit Agreement. This Bid Rate Note is one of the “Bid Rate Notes” referred to in the Amended and Restated Credit Agreement dated as of December [ ]November 10, 2018 2016 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), by and among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the AcquisitionBorrower, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time financial institutions party thereto and Nomura Corporate Funding Americastheir assignees under Section 12.5. thereof, LLC (together with one or more sub-agents or designees)the Administrative Agent, as Administrative Agent and L/C Issuerthe other parties thereto, and evidences Bid Rate Loans made by the Lender thereunder. Unless Terms used but not otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall Bid Rate Note have the respective meanings given assigned to them in the Credit Agreement. The Assignor identified Credit Agreement provides for the acceleration of the maturity of this Bid Rate Note upon the occurrence of certain events and for prepayments of Bid Rate Loans upon the terms and conditions specified therein. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on Schedule I hereto (the “Assignor”) and part of the Assignee identified on Schedule I hereto (holder hereof shall operate as a waiver of such rights. Time is of the “Assignee”) agree as follows:essence for this Bid Rate Note. THIS BID RATE NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT E-2 FORM OF AFFILIATED LENDER ASSIGNMENT ACCEPTANCE AND ASSUMPTION Reference PREPAYMENT NOTICE Date: , 20 To: [ ], as Auction Agent Ladies and Gentlemen: This Acceptance and Prepayment Notice is made delivered to the you pursuant to (a) Section 2.05(a)(v)(D) of that certain Amended & Restated Credit and Guaranty Agreement, dated as of December [ ]April 27, 2018 2017 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation Playa Resorts Holding B.V. (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation Playa Hotels & Resorts N.V. (“Holdings”), the other Subsidiaries of Holdings Guarantors party thereto from time to time party theretotime, the Lenders each lender from time to time party thereto and Nomura Corporate Funding Americas(collectively, LLC (together with one or more sub-agents or designeesthe “Lenders” and, individually, a “Lender”), Deutsche Bank AG New York Branch, as Administrative Agent and Swing Line Lender, Deutsche Xxxx Xxxxxx, S.A. Institución de Banca Múltiple, División Fiduciaria, as Mexican Collateral Agent and Deutsche Bank AG New York Branch, Bank of America, N.A. and Citibank N.A. as L/C IssuerIssuers, and (b) that certain Solicited Discounted Prepayment Notice, dated , 20 , from the applicable Company Party (the “Solicited Discounted Prepayment Notice”). Unless Capitalized terms used herein and not otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given meaning ascribed to them such terms in the Credit Agreement. The Assignor identified on Schedule I hereto Pursuant to Section 2.05(a)(v)(D) of the Credit Agreement, the Company Party hereby notifies you that it accepts offers delivered in response to the Solicited Discounted Prepayment Notice having an Offered Discount equal to or greater than [[__]% in respect of the Term Loans] [[ ]% in respect of the [ , 20 ]26 tranche[(s)] of the [ ]27 Class of Term Loans] (the “AssignorAcceptable Discount”) in an aggregate amount not to exceed the Solicited Discounted Prepayment Amount. The Company Party expressly agrees that this Acceptance and Prepayment Notice is subject to the provisions of Section 2.05(a)(v)(D) of the Credit Agreement. The Company Party hereby represents and warrants to the Auction Agent and [the Term Lenders][each Term Lender of the [ , 20 ]28 tranche[s] of the [ ]29 Class of Term Loans] that no Event of Default has occurred and is continuing as of the date of this notice. The Company Party acknowledges that the Auction Agent and the Assignee identified relevant Term Lenders are relying on Schedule I hereto the truth and accuracy of the foregoing representation and warranty in connection with the acceptance of any prepayment made in connection with a Solicited Discounted Prepayment Offer. 26 List multiple tranches if applicable. 27 List applicable Class(es) of Term Loans (e.g., Initial Term Loans, Incremental Term Loans or Extended Term Loans). 28 List multiple tranches if applicable. 29 List applicable Class(es) of Term Loans (e.g., Initial Term Loans, Incremental Term Loans or Extended Term Loans). The Company Party requests that the “Assignee”) agree as follows:Auction Agent promptly notify each Term Lender party to the Credit Agreement of this Acceptance and Prepayment Notice. In the event of any conflict between the terms of this notice and Section 2.05 of the Credit Agreement, the Credit Agreement shall control. [The remainder of this page is intentionally left blank.]

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 13 By confirming that it meets all the requirements to be an assignee under Section 10.6 of the Credit Agreement, the assignee is also confirming that it is not an Ineligible Institution (see Section 10.6(b)(ii)(E)). EXHIBIT B TO CREDIT AGREEMENT [FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is OF] NOTE $[ ] New York, New York __________ ___, 20___ FOR VALUE RECEIVED, the undersigned, Kimco Realty Corporation, a Maryland corporation (the “Borrower”), hereby unconditionally promises to pay to the order of _______________________________ (the “Lender”) at the office of PNC Bank, National Association, located at One PNC Plaza, 000 Xxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 (or at such other address as the Administrative Agent may hereafter specify by notice to the Borrower), in immediately available funds, on the date or dates specified in the Credit Agreement referred to below, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Section 2.2 of the Credit Agreement. All payments due to the Lender hereunder shall be made to the Lender at the place, in the currency and in the manner specified in such Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and Guaranty on the dates specified in Section 2.6 of such Credit Agreement. The holder of this Note is authorized to record on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Loan made pursuant to the Credit Agreement, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal thereof and, in the case of Eurocurrency Loans, the length of each Interest Period with respect thereto. Each such recordation shall constitute prima facie evidence of the accuracy of the information endorsed, provided that the failure of the holder of this Note to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower in respect of such Loan. This Note (a) is one of the Notes referred to in the Credit Agreement dated as of December [ ]January 30, 2018 2015 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Kimco Realty Corporation, a Maryland corporation, the several banks, financial institutions and other entities from time to time party thereto (collectively, the “Lenders”), PNC Bank, National Association, as Administrative Agent, and the other agents party thereto, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional prepayment in writing whole or in part as provided in the Credit Agreement. From time to time, the obligations of the Borrower under this Note may be guaranteed as provided in the Subsidiary Guarantees, if any. Upon the occurrence of any one or more of the Events of Default, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. 1054551v3 015081.0102 Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. KIMCO REALTY CORPORATION By: Name: Title: Schedule A To Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS (ALL IN U.S. DOLLARS) Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By Schedule B To Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to or Continued as Eurocurrency Loans Interest Period and Eurocurrency Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to ABR Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT C TO CREDIT AGREEMENT [FORM OF] SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of [__________ __], 20[__] (as amended, supplemented or otherwise modified from time to time, this “Subsidiary Guarantee”), made by each of the subsidiaries of KIMCO REALTY CORPORATION (“Kimco” or the “Borrower”) that are signatories hereto (the “Subsidiary Guarantors”), in favor of PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”) for the several banks, financial institutions and other entities from time to time party to the Credit Agreement (the “Lenders”), dated as of January 30, 2015 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the AcquisitionKimco, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the AcquisitionLenders, the “Borrower”)Administrative Agent, Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), and the other Subsidiaries of Holdings from time to time agents party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or electronic mail (PDF) shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 Exhibit A to Credit Agreement Form of Assignment and Assumption (Isramco Onshore, LLC – 2015) EXHIBIT B FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made to the Credit and Guaranty AgreementCOMPLIANCE CERTIFICATE FOR THE PERIOD FROM _______, 20___ TO ________, 20___ This certificate dated as of December [ ]______________, 2018 _______ is prepared pursuant to that certain Credit Agreement dated as of June 30, 2015 (as amended, restatedsupplemented, amended and restated, extended, supplemented restated or otherwise modified in writing from time to time, the “Credit Agreement”)) among Isramco Onshore, among Lxxxxx Purchaser, Inc.LLC, a Delaware corporation Texas limited liability company (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings lenders party thereto from time to time party thereto(the “Lenders”), the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees)Société Générale, as Administrative Agent for such Lenders and L/C Issueras Issuing Lender. Unless otherwise defined hereinin this certificate, capitalized terms that are defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given assigned to them in by the Credit Agreement. The Assignor identified undersigned, in his/her capacity as a Responsible Officer of the Borrower and not individually, hereby certifies that: (a) all of the representations and warranties made by any Loan Party or any officer of any Loan Party contained in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on Schedule I hereto this date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the “Assignor”text thereof) and the Assignee identified on Schedule I hereto (the “Assignee”) agree only as follows:of such specified date;

General Provisions. Time is of the essence with respect to Xxxxxxxx’s obligations under this Note. This Assignment Note shall have the effect of an instrument under seal. Xxxxxxxx agrees to pay to Lender on demand all costs and expenses incurred by Xxxxxx in seeking to collect this Note or to enforce any of Xxxxxx’s rights and remedies under this Note, including court costs and reasonable attorneys’ fees and expenses, whether or not suit is filed hereon, or whether in connection with bankruptcy, insolvency or appeal. If more than one person or entity executes this Note as Borrower, all of said parties shall be jointly and severally liable for payment of the indebtedness evidenced hereby and any reference to “Borrower” shall include all of them. No right or power of Lender hereunder shall be deemed to have been waived by any act or conduct or failure or delay to act on the part of the Lender or any of its agents, employees or representatives; and the terms and provisions hereof may not be waived, altered, modified, or amended except in writing duly signed by a duly authorized officer of the Lender. In the event that Xxxxxx shall waive in writing any provision or requirement hereunder, such waiver shall be effective only for the specific purposes, circumstances and duration stated in said waiver. Lender may, without notice, assign this Note in whole or in part and each reference herein to Lender shall be deemed to include its successors and assigns. The provisions of this Note are binding uponupon each of the Borrower and the heirs, distributees, executors, administrators, legal representatives, personal representatives, successors and assigns thereof and shall inure to the benefit of, of the parties hereto Lender and their respective each of its successors and assigns. This Assignment If the Borrower is an individual, the Borrower is executing this Note in such capacity and as trustee of any revocable trust which may exist at the time hereof or be executed in created hereafter. Borrower hereby severally (a) waive demand for performance, notice of non performance, presentment for payment, dishonor, notice of dishonor, protest, notice of protest, notice of intent to accelerate, notice of acceleration and all other notices (except any number demand or notices which are specifically required by this Note or any other Loan Document); (b) agree to any substitution, subordination, exchange or release of counterpartsany security for this Note or of any party primarily or secondarily liable hereon; (c) agree that Lender shall not be required first to institute suit or exhaust its remedies hereon against any other Borrower, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed byor others liable or to become liable hereon, or to perfect or enforce its rights against them or any security herefor; (d) consent to any extensions or postponements and to any partial payments, before or after maturity, and construed to any other indulgences with respect hereto, without notice thereof to any of them; (e) consent to any renewals, compromises, extensions, accelerations, restatements, consolidations, modifications, replacements, substitutions, refinancings or other changes to the time for payment or performance or other terms of the indebtedness evidenced by this Note; (f) submit (and waive all rights to object) to non-exclusive personal jurisdiction of any state or federal court sitting in accordance with, the law of the State of New York. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference Hampshire for the enforcement of any and all obligations under this Note and the other Loan Documents; (g) waive the benefit of all homestead and similar exemptions as to this Note; (h) agree that their liability under this Note shall not be discharged by any determination that any title, security interest or lien taken by Lender to secure this Note is made invalid or unperfected; (i) hereby subordinate to the Credit Loan and Guaranty Agreementthe Loan Documents any and all rights against any other Borrower and any security for the payment of this Note, dated as whether by subrogation, agreement or otherwise, until this Note is paid in full; (j) waive any rights of December [ ]subrogation, 2018 reimbursement, indemnification and contribution (as amended, restated, amended including any right under the U.S. Bankruptcy Code); (k) waive any benefit of any right to participate in any security now or hereafter held by Xxxxxx; and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation l) waive any defense arising out of the Acquisitionnegligent disposition of any collateral or release of any other party liable hereon. A determination that any provision of this Note is unenforceable or invalid shall not affect the enforceability or validity of any other provision and the determination that the application of any provision of this Note to any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to other persons or circumstances. Captions and headings in this Note are for convenience only and shall be disregarded in construing it. This Note and its validity, enforcement and interpretation shall be governed by the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation laws of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation state in which payment of this Note is to be made (“Holdings”), the other Subsidiaries without regard to any principles of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto (the “Assignor”conflicts of laws) and applicable United States federal law. Any notice, request, or demand to or upon Borrower or Lender shall be deemed to have been properly given or made when delivered in accordance with the Assignee identified on Schedule I hereto (terms of the “Assignee”) agree as follows:Loan Agreement regarding notices.

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

General Provisions. This Assignment Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment Agreement by telecopy (or other electronic method of transmission) shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment Agreement. This Assignment Agreement shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New York. XXXXXXX X-0 EXHIBIT F-1 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes) [Date] Reference is made to the that certain Amended and Restated Credit and Guaranty Agreement, dated as of December [ ]August 13, 2018 2014 (as amended, restated, amended and restated, extendedsupplemented, supplemented restructured or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser(a) FitBit, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products(b) the Lenders party thereto, (c) Silicon Valley Bank (“SVB”), as administrative agent (in such capacity, the “Administrative Agent”), (d) SVB and SunTrust Bank (“SunTrust”), as co-collateral agents for the Lenders (in such capacities, the “Collateral Agents”), (e) SunTrust and Xxxxxx Xxxxxxx Senior Funding, Inc. (“Xxxxxx Xxxxxxx”), as co-syndication agents for the Lenders, and (f) SVB, SunTrust Xxxxxxxx Xxxxxxxx, Inc., a Delaware corporation (“LPP” and immediately upon consummation Xxxxxx Xxxxxxx, as co-lead arrangers and joint bookrunners. Pursuant to the provisions of Section 2.20 of the AcquisitionCredit Agreement, the “Borrower”undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, Lxxxxx International Manufacturing Corp.(ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a Delaware ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation (“Holdings”), related to the other Subsidiaries Borrower as described in Section 881(c)(3)(C) of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Code. The undersigned has furnished the Administrative Agent and L/C Issuerthe Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT F FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION SECURITY AGREEMENT [attached] EXHIBIT G FORM OF INTERCOMPANY NOTE [attached] EXHIBIT I-1 FORM OF UNITED STATES TAX COMPLIANCE CERTIFICATE (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Second Amended and Restated Credit and Guaranty Agreement, dated as of December [ ]March 6, 2018 2015 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx PurchaserAPX Group, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool ProductsAPX Group Holdings, Inc., a Delaware corporation, the other Guarantors party thereto from time to time, each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent, as L/C Issuer and Swing Line Lender. Capitalized terms used herein but not otherwise defined shall have the meaning given to such term in the Credit Agreement. Pursuant to the provisions of Section 3.01(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the “Code”), (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any Loan Document are effectively connected with a U.S. trade or business conducted by the undersigned. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [Lender] By: Name: Title: [Address] Dated: , 20[ ] XXXXXXX X-0 XXXX XX XXXXXX XXXXXX TAX COMPLIANCE CERTIFICATE (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Second Amended and Restated Credit Agreement, dated as of March 6, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among APX Group, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp.APX Group Holdings, Inc., a Delaware corporation, the other Guarantors party thereto from time to time, each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent, as L/C Issuer and Swing Line Lender. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to the provisions of Section 3.01(d) 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 the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the “Code”), (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected with a United Statues trade or business conducted by the undersigned or its direct or indirect partners/members. The undersigned has furnished the Administrative Agent and the Borrower with Internal Revenue Service 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 Internal Revenue Service Form W-8BEN or W-8BEN-E or (ii) an Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN or W-8BEN-E, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either the two calendar years preceding such payments. [Lender] By: Name: Title: [Address] Dated: , 20[ ] XXXXXXX X-0 XXXX XX XXXXXX XXXXXX TAX COMPLIANCE CERTIFICATE (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Second Amended and Restated Credit Agreement, dated as of March 6, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among APX Group, Inc., a Delaware corporation (the “Borrower”), APX Group Holdings, Inc., a Delaware corporation, the other Guarantors party thereto from time to time, each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent, as L/C Issuer and Swing Line Lender. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to the provisions of Section 3.01(d) and Section 10.07(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the “Code”), (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation” related to the Borrower described in Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any Loan Document are effectively connected with a U.S. trade or business conducted by the undersigned. The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned , or in either of the two calendar years preceding such payments. [Participant] By: Name: Title: [Address] Dated: , 20[ ] XXXXXXX X-0 XXXX XX XXXXXX XXXXXX TAX COMPLIANCE CERTIFICATE (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Second Amended and Restated Credit Agreement, dated as of March 6, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among APX Group, Inc., a Delaware corporation (the “Borrower”), APX Group Holdings, Inc., a Delaware corporation, the other Guarantors party thereto from time to time, each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent, as L/C Issuer and Swing Line Lender. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to the provisions of Section 3.01(d) and Section 10.07(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the “Code”), (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected with a United States trade or business conducted by the undersigned or its partners/members. The undersigned has furnished its participating Lender with Internal Revenue Service Form W-8IMY accompanied by one of following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an Internal Revenue Service Form W-8BEN or W-8BEN-E or (ii) an Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform 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. [Participant] By: Name: Title: [Address] Dated: , 20[ ] [Reserved] EXHIBIT L FORM OF CLOSING DATE INTERCREDITOR AGREEMENT [attached] EXHIBIT M FORM OF LETTER OF CREDIT REPORT Date: , 20 To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to the Second Amended and Restated Credit Agreement, dated as of March 6, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among APX Group, Inc., a Delaware corporation, (“Borrower”), APX Group Holdings, Inc., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings Guarantors party thereto from time to time party theretotime, the Lenders each lender from time to time party thereto and Nomura Corporate Funding AmericasBank of America, LLC (together with one or more sub-agents or designees)N.A., as Administrative Agent and Agent, as L/C IssuerIssuer and Swing Line Lender. Unless Capitalized terms used herein and not otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given assigned to them such terms in the Credit Agreement. The Assignor identified This report is being delivered pursuant to Section 2.03(n) of the Credit Agreement. Set forth in the table below is a description of each Letter of Credit issued by the undersigned and outstanding on the date hereof. L/C No. Maximum Face Amount Current Face Amount Beneficiary Name Issuance Date Expiry Date Auto Renewal Date of Amendment Amount of Amendment [APPLICABLE L/C ISSUER] By: Name: Title: Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:1.01A Guarantors

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance withwith and governed by, the law of the State of New YorkYork without regard to conflicts of principles of law that would require the application of the laws of another jurisdiction. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION EXHIBIT C [Form of] BORROWING REQUEST UBS AG, Stamford Branch, as Administrative Agent for the Lenders referred to below, 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: [ ] Re: Quest Cherokee, LLC [Date] Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement, Agreement dated as of December July [ ], 2018 2004 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”)"CREDIT AGREEMENT") among QUEST CHEROKEE, among Lxxxxx Purchaser, Inc.LLC, a Delaware corporation limited liability company (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”"BORROWER"), the Guarantors (such term and each other Subsidiaries capitalized term used but not defined herein having the meaning given it in Article I of Holdings from time to time party theretothe Credit Agreement), the Lenders from time to time party thereto and Nomura Corporate Funding AmericasLenders, LLC UBS SECURITIES LLC, as lead arranger (together with one or more sub-agents or designeesin such capacity, "ARRANGER"), documentation agent (in such capacity, "DOCUMENTATION AGENT") and syndication agent (in such capacity, "SYNDICATION AGENT"),UBS LOAN FINANCE LLC, as Administrative Agent swingline lender (in such capacity, "SWINGLINE LENDER"), and L/C IssuerUBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, "ADMINISTRATIVE AGENT") for the Lenders, collateral agent (in such capacity, "COLLATERAL AGENT") for the Secured Parties and Issuing Bank. Unless otherwise defined herein, terms defined in Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in that it requests a Borrowing under the Credit Agreement. The Assignor identified , and in that connection sets forth below the terms on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as followswhich such Borrowing is requested to be made:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT B FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made GUARANTY GUARANTY THIS GUARANTY, dated as of , 20 (this “Guaranty”), executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other Persons, each a “Guarantor”, and collectively, the “Guarantors”) in favor of XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Amended and Restated Credit and Guaranty Agreement, dated as of December [ ]September 23, 2018 2014 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), by and among Lxxxxx PurchaserXxxxxx Pacific Properties, Inc.L.P., a Delaware corporation Maryland limited partnership (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation the financial institutions party thereto and their assignees under Section 13.6 thereof (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“HoldingsLenders”), the Administrative Agent, and the other Subsidiaries of Holdings from time to time party parties thereto, for its benefit and the benefit of the Swingline Lender, the other Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto Issuing Bank (the “Assignor”) Administrative Agent, the Swingline Lender, the other Lenders, and the Assignee identified on Schedule I hereto (Issuing Bank, each individually a “Guarantied Party” and collectively, the “AssigneeGuarantied Parties”) agree as follows:).

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law of the State of New YorkTexas. XXXXXXX X-0 EXHIBIT A EXHIBIT B FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made to the Credit and Guaranty Agreement, dated as of December COMPLIANCE CERTIFICATE [ ], 2018 20[ ] The undersigned hereby certifies (in such capacity and not in my individual capacity) that he or she is a Financial Officer of SOLARIS MIDSTREAM HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), and that as such he or she is authorized to execute this certificate on behalf of the Borrower pursuant to that certain Second Amended and Restated Credit Agreement (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”)) dated as of April 1, 2021, by and among Lxxxxx PurchaserBorrower, Inc.Xxxxx Fargo Bank, a Delaware corporation National Association, as Administrative Agent (“Purchaser” and, prior to the consummation of the Acquisitionin such capacity, the “BorrowerAdministrative Agent”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” ) and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuerthereto. Unless otherwise defined herein, terms Terms that are defined in the Credit Agreement and are used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have herein with the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto undersigned hereby certifies (in his or her capacity as a Financial Officer of the “Assignor”Borrower and not in an individual capacity) that a review has been made under his or her supervision with a view to determining whether the Loan Parties have fulfilled their respective obligations under the Credit Agreement and the Assignee identified on Schedule I hereto other Loan Documents and further certifies, represents and warrants that to his or her knowledge (in his or her capacity as a Financial Officer of the “Assignee”) agree as follows:Borrower and not in an individual capacity):

General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the law of the State of New YorkTHIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made Exhibit C-1 to the Credit Agreement FORM OF REVOLVING CREDIT BORROWING REQUEST JPMorgan Chase Bank, N.A. 000 Xxxxxxx Xxxxxxxxxx Xx. 3/Ops2 Newark, DE 19713 Attn: [Xxxxxx Xxxx] [Date] Ladies and Guaranty Gentlemen: The undersigned, NEPTUNE XXXXX CORP., a Delaware corporation (the “Borrower”), refers to that certain Credit Agreement, dated as of December [ October [·], 2018 2015 (as may be amended, restated, amended and restatedreplaced, extendedrefinanced, supplemented or otherwise modified in writing from time to time, the “Credit Agreement), among the Borrower, the Lenders party thereto (the “Lenders”), among Lxxxxx PurchaserJPMorgan Chase Bank, Inc.N.A., a Delaware corporation as administrative agent (“Purchaser” and, prior to the consummation of the Acquisitionincluding any successor thereto, the “BorrowerAdministrative Agent”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, ) for the Lenders from time to time party thereto and Nomura Corporate Funding AmericasJPMorgan Chase Bank, LLC (together with one or more sub-agents or designees)N.A., as Administrative Agent Security Agent. Capitalized terms used herein and L/C Issuer. Unless not otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given assigned to them such terms in the Credit Agreement. The Assignor identified Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and in connection therewith sets forth below the terms on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as followswhich such Borrowing is requested to be made:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT D—FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION DESIGNATION AGREEMENT [DATE] To each of the Lenders parties to the Credit Agreement (as defined below) and to Citibank, N.A., as Agent for such Lenders Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement, Agreement dated as of December [ ]January 22, 2018 2020 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), ) among Lxxxxx Purchaser, Jabil Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“HoldingsCompany”), the other Subsidiaries of Holdings from time to time party theretoLenders (as defined in the Credit Agreement) and Citibank, N.A., as agent for the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designeesthe “Agent”), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms Terms defined in the Credit Agreement are used herein with the same meaning. Please be advised that the Company hereby designates its undersigned Subsidiary, ____________ (“Designated Subsidiary”), as a “Designated Subsidiary” under and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in for all purposes of the Credit Agreement. The Assignor identified Designated Subsidiary, in consideration of each Lender’s agreement to extend credit to it under and on Schedule I hereto (the terms and conditions set forth in the Credit Agreement, does hereby assume each of the obligations imposed upon a “Assignor”) Designated Subsidiary” and a “Borrower” under the Assignee identified on Schedule I hereto (Credit Agreement and agrees to be bound by the “Assignee”) agree terms and conditions of the Credit Agreement. In furtherance of the foregoing, the Designated Subsidiary hereby represents and warrants to each Lender as follows:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkNorth Carolina. XXXXXXX X-0 EXHIBIT F-2 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference ADMINISTRATIVE QUESTIONNAIRE EXHIBIT G FORM OF GUARANTY CONTINUING GUARANTY [Re: Tanger Properties Limited Partnership - 2011 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 (the "Borrower") by XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as the Administrative Agent under the Credit Agreement referenced herein (in such capacity and Guaranty together with its successors and assigns as permitted under the Bridge Term Loan Agreement, the "Agent") and the Lenders, as such term is defined in that certain Bridge Term Loan Agreement dated as of December [ ]_________, 2018 2011 (as the same may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “"Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” "; capitalized terms used herein and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless not otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them set forth in the Credit Agreement. The Assignor identified on Schedule I hereto ) among the Borrower, the Agent, such Lenders and Xxxxx Fargo Securities, LLC, as Bookrunner and Lead Arranger, and Xxxxx Fargo Bank, National Association, as Syndication Agent, the undersigned Guarantor (whether one or more the “Assignor”"Guarantor", and if more than one jointly and severally) hereby furnishes to the Agent, for the benefit of the Agent and Lenders, its guaranty of the Assignee identified on Schedule I hereto Guaranteed Obligations (the “Assignee”as hereinafter defined) agree as follows:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Assignment and Assumption and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of New York, without regard to conflicts of law principles that require or permit application of the laws of any other state or jurisdiction. XXXXXXX X-0 46331338.4 Exhibit D FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference CLOSING DATE CERTIFICATE CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P. This Closing Date Certificate (this “Certificate”) is made delivered pursuant to Section 5.1.12 of the Fifth Amended and Restated Credit and Guaranty Agreement, dated as of December [ ]1, 2018 2017 (as amended, restatedsupplemented, amended and restated, extended, supplemented restated or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx PurchaserCatchMark Timber Operating Partnership, Inc.L.P., a Delaware corporation limited partnership (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings Loan Parties party thereto from time to time party theretoas Guarantors, the Lenders various financial institutions as are, or may from time to time party thereto and Nomura Corporate Funding Americasbecome, LLC parties hereto (together with one or more sub-agents or designeescollectively, the “Lenders”), and CoBank, ACB, as administrative agent (in such capacity, the “Administrative Agent and L/C IssuerAgent”) for the Lender Parties. Unless otherwise defined hereinherein or the context otherwise requires, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall herein have the meanings given to them ascribed thereto in the Credit Agreement. The Assignor identified on Schedule I hereto (undersigned duly elected and acting Financial Officer, hereby certifies, represents and warrants, solely in his capacity as an officer of the “Assignor”) Borrower and not in his individual capacity, as of the Assignee identified on Schedule I hereto (the “Assignee”) agree date hereof, as follows:

General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the law internal laws of the State of New YorkYork without regard to conflict of laws principles thereof. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. EXHIBIT D TO FINANCING AGREEMENT U.S. TAX COMPLIANCE CERTIFICATE Reference is made to the Credit and Guaranty Financing Agreement, dated as of December [ ]February 22, 2018 2012 (as amended, restated, amended and restated, extendedreplaced, supplemented or otherwise modified in writing from time to time, the “Credit Financing Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Lxxxxx Purchaser, Inc.FEDERAL SIGNAL CORPORATION, a Delaware corporation (“PurchaserCompany”) and CERTAIN SUBSIDIARIES OF COMPANY IDENTIFIED ON THE SIGNATURE PAGES THERETO AS “GUARANTORS” and, prior (such Subsidiaries are referred to the consummation of the Acquisition, the individually as a “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPPGuarantor” and immediately upon consummation of the Acquisitioncollectively, the jointly and severally, as “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“HoldingsGuarantors”), the other Subsidiaries of Holdings Lenders party thereto from time to time party theretotime, the Lenders from time to time party thereto and Nomura Corporate Funding AmericasTPG SPECIALTY LENDING, LLC (together with one or more sub-agents or designees)INC., as Administrative Agent (in such capacity, “Administrative Agent”), Collateral Agent (in such capacity, “Collateral Agent”), and L/C IssuerSole Lead Arranger. Unless otherwise defined hereinPursuant to Section 2.18(d)(i) of the Financing Agreement, terms defined the undersigned hereby certifies that it is not a “bank” or other Person described in Section 881(c)(3)(A) of the Credit Agreement Internal Revenue Code of 1986, as amended, a “10-percent shareholder” of the Company within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code of 1986, as amended, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code of 1986, as amended. [NAME OF LENDER] By: Name: Title: *** Certain confidential information has been omitted and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have filed separately with the meanings given Commission. Confidential treatment has been requested with respect to them in the Credit Agreementomitted portions. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as followsEXHIBIT E-1 TO FINANCING AGREEMENT CLOSING DATE CERTIFICATE THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law internal laws of the State of New YorkYork without regard to its conflict of laws principles. XXXXXXX X-0 EXHIBIT 1.1(N)(1) FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made REVOLVING CREDIT NOTE $____________________ New York, New York __________, 20__ FOR VALUE RECEIVED, the undersigned, INDIANAPOLIS POWER & LIGHT COMPANY, an Indiana corporation (herein called the “Borrower”), hereby unconditionally promises to pay to the order of [______________________________] (the “Lender”), the lesser of (i) the principal sum of [__________________________] Dollars (US$[___________]),or (ii) the aggregate unpaid principal balance of all Revolving Credit Loans made by the Lender to the Borrower pursuant to the Second Amended and Guaranty Restated Credit Agreement, dated as of December [ ]the date hereof, 2018 among the Borrower, the Lenders now or hereafter party thereto and PNC Bank, National Association, as administrative agent (hereinafter referred to in such capacity as the “Administrative Agent”) (as amended, restated, amended and restated, extended, modified or supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to together with all outstanding interest thereon on the consummation of Expiration Date. The Borrower shall pay interest on the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings unpaid principal balance hereof from time to time party theretooutstanding from the date hereof at the rate or rates per annum specified by the Borrower pursuant to, or as otherwise provided in, the Lenders from Credit Agreement. Subject to the provisions of the Credit Agreement, interest on this Revolving Credit Note will be payable pursuant to Section 5.5 [Interest Payment Dates] of, or as otherwise provided in, the Credit Agreement. If any payment or action to be made or taken hereunder shall be stated to be or become due on a day which is not a Business Day, such payment or action shall be made or taken on the next following Business Day, unless otherwise provided in the Credit Agreement, and such extension of time shall be included in computing interest or fees, if any, in connection with such payment or action. Upon the occurrence and during the continuation of an Event of Default, the Borrower shall pay interest on the entire principal amount of the then outstanding Revolving Credit Loans evidenced by this Revolving Credit Note and all other obligations due and payable to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Lender pursuant to the Credit Agreement and used the other Loan Documents at a rate per annum as set forth in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in Section 4.3 [Interest After Default] of the Credit Agreement. The Assignor identified on Schedule I hereto (Such interest rate will accrue before and after any judgment has been entered. Subject to the “Assignor”) provisions of the Credit Agreement, payments of both principal and interest shall be made without setoff, counterclaim or other deduction of any nature at the office of the Administrative Agent located at 000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000 unless otherwise directed in writing by the Administrative Agent, in lawful money of the United States of America in immediately available funds. This Revolving Credit Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement and the Assignee identified other Loan Documents, including the representations, warranties, covenants, conditions contained therein. The Credit Agreement among other things contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments, in certain circumstances, on Schedule I hereto (account of principal hereof prior to maturity upon the “Assignee”) agree as follows:terms and conditions therein specified. The Borrower waives presentment,

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, with and governed by the law of the State of New York. XXXXXXX X-0 EXHIBIT B to Credit Agreement FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is NOTE [•], 2011 FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER], a [ ] corporation (the “Borrower”), unconditionally promises to pay to (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to the Five-Year Credit and Guaranty Agreement, Agreement dated as of December [ ]April 14, 2018 2011 (as amended, restatedsupplemented, amended and restated, extended, supplemented restated or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx PurchaserXxxx Corporation, Inc.the Borrowing Subsidiaries party thereto, the lenders party thereto (including the Lenders identified herein) and JPMorgan Chase Bank, N.A., as Administrative Agent, on such dates and in such amounts as are set forth in the Credit Agreement. The amounts payable under the Credit Agreement may be reduced only in accordance with the terms of the Credit Agreement. Unless otherwise defined, capitalized terms used herein have the meanings provided in the Credit Agreement. The Borrower also promises to pay interest on the unpaid principal amount hereof from time to time outstanding from and including the date hereof until maturity (whether by acceleration or otherwise) and, after maturity, until paid, at the rates per annum and on the dates specified in the Credit Agreement. Payments of both principal and interest are to be made without setoff or counterclaim in lawful money of the United States of America in same day or immediately available funds to the account designated by the Administrative Agent. This Note is one of the Notes referred to in, and evidences the Loans made by the Lender under, the Credit Agreement, to which reference is made for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the indebtedness evidenced by this Note and on which such indebtedness may be declared to be or shall automatically become immediately due and payable. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [NAME OF BORROWER] By: Name: Title: LOAN AND PRINCIPAL PAYMENTS Amount of Unpaid Amount Principal Principal Notations Date of Loan Repaid Balance Made By EXHIBIT C-1 to Credit Agreement XXXX CORPORATION 1100 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Xxxxxxx X. Xxxxxxx Senior Vice President and General Counsel April 14, 2011 JPMorgan Chase Bank, N.A. as Administrative Agent 270 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 The Lenders and Issuing Banks party to the Credit Agreement referred to below from time to time Ladies and Gentlemen: I am the general counsel of Xxxx Corporation, a Delaware corporation (the “Purchaser” andCompany”), prior to and have acted as such in connection with the consummation preparation, execution and delivery of the AcquisitionFive-Year Credit Agreement, dated as of April 14, 2011 (the “Credit Agreement”), among the Company, Xxxx Oil and Gas Holdings Inc. (“HOGH”), Xxxx Oil Virgin Islands Corporation (“HOVIC”) Hess International Holdings Limited (“HIHL”, and together with HOGL and HOVIC, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“HoldingsBorrowing Subsidiaries”), the several banks and other Subsidiaries of Holdings financial institutions from time to time party theretoparties thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Lenders from time “Administrative Agent”). The opinions expressed below are furnished to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issueryou pursuant to Section 4.01(b) of the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule In rendering the opinions expressed below, I hereto (have examined the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as followsfollowing documents:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy telecopy, email or other electronic method of transmission shall be as effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT B FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION BORROWING BASE CERTIFICATE Monthly accounting period ended , 20 Reference is made to the that certain Senior Secured Revolving Credit and Guaranty Agreement, dated as of December [ ]September 11, 2018 2017 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), by and among Lxxxxx Purchaser, Inc.Xxxxxxx Xxxxx Middle Market Lending Corp., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time financial institutions party thereto as Lenders, and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees)SunTrust Bank, as the Administrative Agent and L/C IssuerAgent. Unless otherwise Capitalized terms used herein without definition are so used as defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified Pursuant to Sections 4.02(c), 5.01(a)(iv), 5.01(a)(v) or 6.05(d), as applicable, the undersigned, the of the Borrower, and as such a Financial Officer of the Borrower, hereby certifies in his or her official (and not personal) capacity, represents and warrants on Schedule behalf of the Borrower that (a) attached hereto as Annex I hereto is (i) a complete and correct list as of the end of the monthly accounting period ended , 20 of all Portfolio Investments included in the Collateral and (ii) a true and correct calculation of the Borrowing Base as of the end of such monthly accounting period determined in accordance with the requirements of the Credit Agreement, and (b) without limiting the generality of the foregoing, all Portfolio Investments included in the calculation of the Borrowing Base herein have been Delivered (as defined in, and to the extent required pursuant to the definition of “Assignor”Deliver” and Section 7.01(a) of the Guarantee and Security Agreement) to the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:Collateral Agent.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT 1.1(C) [FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference OF] JOINDER AGREEMENT THIS JOINDER AGREEMENT (this “Agreement”), dated as of [_____, _____], is made to by and among [_____, a _____] (the “Subsidiary Guarantor”), Riviera Holdings Corporation, a Nevada corporation (the “Borrower”), and Cantor Xxxxxxxxxx Securities, in its capacity as administrative agent (in such capacity, the “Administrative Agent”) under that certain Series A Credit and Guaranty Agreement, dated as of December [ ]April 1, 2018 2011 (as amended, restated, amended and restatedmodified, extended, restated, replaced, or supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), by and among Lxxxxx Purchaserthe Borrower, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation certain Domestic Subsidiaries of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders Borrower from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designeescollectively the “Guarantors”), as the banks and other financial institutions from time to time party thereto (the “Lenders”) and the Administrative Agent and L/C IssuerAgent. Unless Capitalized terms used herein but not otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them provided in the Credit Agreement. The Assignor identified on Schedule I hereto (Credit Parties are required by Section 5.10 of the Credit Agreement to cause the Subsidiary Guarantor to become a “Assignor”) Guarantor” thereunder. Accordingly, the Subsidiary Guarantor and the Assignee identified on Schedule I hereto (the “Assignee”) Borrower hereby agree as followsfollows with the Administrative Agent, for the benefit of the Lenders:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile transmission or electronic submission (in .pdf form) shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New YorkYork and, to the extent applicable, the United States of America. XXXXXXX X-0 [FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is OF] PROMISSORY NOTE April 12, 2013 FOR VALUE RECEIVED, the undersigned, THE MEN’S WEARHOUSE, INC., a Texas corporation (“Borrower”), hereby promises to pay to the order of (the “Lender”) the aggregate unpaid principal amount of all Revolving Loans made by the Lender to Borrower pursuant to the Credit Agreement referred to below, on the dates and Guaranty in the amounts set forth in the Credit Agreement. Borrower further agrees to pay interest on the unpaid principal amount hereof from time to time outstanding until such principal amount is paid in full, at the rates and on the dates specified in the Credit Agreement. This Note (a) is one of the Notes referred to in the Third Amended and Restated Credit Agreement dated as of December [ ]April 12, 2018 2013 (as same may be amended, restatedmodified, amended and restated, extendedincreased, supplemented or otherwise modified in writing and/or restated from time to time, the “Credit Agreement”), among Lxxxxx PurchaserBorrower, Xxxxxx The Suit People Inc., a Delaware corporation (“Purchaser” and, prior to organized under the consummation laws of the AcquisitionProvince of New Brunswick, Canada, MWUK Holding Company Limited, a corporation organized under the 2006 Companies Act of England and Wales, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings financial institutions from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding AmericasJPMorgan Chase Bank, LLC (together with one or more sub-agents or designees)N.A., as Administrative Agent Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, and L/C IssuerX.X. Xxxxxx Europe Limited, as European Agent, (b) is subject to the provisions of the Credit Agreement, and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. Reference is made to the Credit Agreement for provisions for the acceleration of the maturity hereof. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest, notice of intent to accelerate, notice of acceleration and all other notices of any kind except those expressly required under the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THE MEN’S WEARHOUSE, INC. By: Name: Title: EXHIBIT B-2 [FORM OF] PROMISSORY NOTE April 12, 2013 FOR VALUE RECEIVED, the undersigned, MOORES THE SUIT PEOPLE INC., a corporation organized under the laws of the Province of New Brunswick, Canada (“MSP”), hereby promises to pay to the order of (the “AssignorLender”) the principal amount of the aggregate unpaid principal amount of all Revolving Loans made by the Lender to MSP pursuant to the Credit Agreement referred to below, on the dates and in the Assignee identified amounts set forth in the Credit Agreement. MSP further agrees to pay interest on Schedule I hereto the unpaid principal amount hereof from time to time outstanding until such principal amount is paid in full, at the rates and on the dates specified in the Credit Agreement. This Note (a) is one of the Notes referred to in the Third Amended and Restated Credit Agreement dated as of April 12, 2013 (as same may be amended, modified, increased, supplemented and/or restated from time to time, the “Credit Agreement”) among The Men’s Wearhouse, Inc., a Texas corporation, MSP, MWUK Holding Company Limited, a corporation organized under the 2006 Companies Act of England and Wales, the financial institutions from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, and X.X. Xxxxxx Europe Limited, as European Agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. Reference is made to the Credit Agreement for provisions for the acceleration of the maturity hereof. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest, notice of intent to accelerate, notice of acceleration and all other notices of any kind except those expressly required under the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. XXXXXX THE SUIT PEOPLE INC. By: Name: Title: XXXXXXX X-0 [FORM OF] PROMISSORY NOTE April 12, 2013 FOR VALUE RECEIVED, the undersigned, MWUK HOLDING COMPANY LIMITED, a corporation organized under the 2006 Companies Act of England and Wales (“MWUK”), hereby promises to pay to the order of (the “AssigneeLender”) agree the aggregate unpaid principal amount of all Revolving Loans made by the Lender to MWUK pursuant to the Credit Agreement referred to below, on the dates and in the amounts set forth in the Credit Agreement. MWUK further agrees to pay interest on the unpaid principal amount hereof from time to time outstanding until such principal amount is paid in full, at the rates and on the dates specified in the Credit Agreement. This Note (a) is one of the Notes referred to in the Third Amended and Restated Credit Agreement dated as follows:of April 12, 2013 (as same may be amended, modified, increased, supplemented and/or restated from time to time, the “Credit Agreement”) among The Men’s Wearhouse, Inc., a Texas corporation, Moores The Suit People Inc., a corporation organized under the laws of the Province of New Brunswick, Canada, MWUK, the financial institutions from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, and X.X. Xxxxxx Europe Limited, as European Agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. Reference is made to the Credit Agreement for provisions for the acceleration of the maturity hereof. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest, notice of intent to accelerate, notice of acceleration and all other notices of any kind except those expressly required under the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. MWUK HOLDING COMPANY LIMITED By: Name: Title: XXXXXXX X-0 [FORM OF] SWINGLINE NOTE April 12, 2013 FOR VALUE RECEIVED, the undersigned, THE MEN’S WEARHOUSE, INC., a Texas corporation (“Borrower”), hereby promises to pay to the order of JPMORGAN CHASE BANK, N.A. (the “Swingline Bank”), as and when the same shall become due and payable pursuant to the Credit Agreement referred to below, the aggregate unpaid principal amount of all Swingline Loans made by the Swingline Bank to Borrower pursuant to the Credit Agreement. Borrower further agrees to pay interest on the unpaid principal amount hereof from time to time outstanding until such principal amount is paid in full, at the rates and on the dates specified in the Credit Agreement.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT E-2 [RESERVED] EXHIBIT E-3 FORM OF AFFILIATED LENDER ASSIGNMENT ACCEPTANCE AND ASSUMPTION Reference PREPAYMENT NOTICE Date: , 20 To: [ ], as Auction Agent Ladies and Gentlemen: This Acceptance and Prepayment Notice is made delivered to the you pursuant to (a) Section 2.05(a)(v)(D) of that certain Credit and Guaranty Agreement, dated as of December [ ]January 6, 2018 2017 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Global Eagle Entertainment Inc., a Delaware corporation corporation, as the Borrower, the Guarantors party thereto from time to time, Citibank, N.A. (“Purchaser” and, prior to the consummation of the Acquisition, the “BorrowerCiti”), Lxxxxx Pool Productsas the Administrative Agent, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings each lender from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees)Citi, as Administrative Agent and L/C Issuer, and Citi, as Swing Line Lender, and (b) that certain Solicited Discounted Prepayment Notice, dated , 20 , from the undersigned Company Party (the “Solicited Discounted Prepayment Notice”). Unless Capitalized terms used herein and not otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given meaning ascribed to them such terms in the Credit Agreement. The Assignor identified on Schedule I hereto Pursuant to Section 2.05(a)(v)(D) of the Credit Agreement, the undersigned Company Party hereby notifies you that it accepts offers delivered in response to the Solicited Discounted Prepayment Notice having an Offered Discount equal to or greater than [[ ]% in respect of the Term Loans] [[ ]% in respect of the [ , 20 ]1 tranche[(s)] of the [ ]2 Class of Term Loans] (the “AssignorAcceptable Discount”) in an aggregate amount not to exceed the Solicited Discounted Prepayment Amount. The undersigned Company Party expressly agrees that this Acceptance and Prepayment Notice is subject to the provisions of Section 2.05(a)(v)(D) of the Credit Agreement. The undersigned Company Party hereby represents and warrants to the Auction Agent and [the Term Lenders][each Term Lender of the [ , 20 ]3 tranche[s] of the [ ]4 Class of Term Loans] that no Event of Default has occurred and is continuing as of the date of this notice. The undersigned Company Party acknowledges that the Auction Agent and the Assignee identified relevant Term Lenders are relying on Schedule I hereto the truth and accuracy of the foregoing representation and warranty in connection with the acceptance of any prepayment made in connection with a Solicited Discounted Prepayment Offer. The undersigned Company Party requests that the Auction Agent promptly notify each [applicable] Term Lender party to the Credit Agreement of this Acceptance and Prepayment Notice. In the event of any conflict between the terms of this notice and Section 2.05 of the Credit Agreement, the Credit Agreement shall control. 1 List multiple tranches if applicable. 2 List applicable Class(es) of Term Loans (the “Assignee”e.g., Initial Term Loans, Incremental Term Loans or Extended Term Loans). 3 List multiple tranches if applicable. 4 List applicable Class(es) agree as follows:of Term Loans (e.g., Initial Term Loans, Incremental Term Loans or Extended Term Loans). [The remainder of this page is intentionally left blank.]

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT B FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference SOLVENCY CERTIFICATE [ ] This Solvency Certificate is made being executed and delivered pursuant to Section 4.01(e) of the Credit and Guaranty Agreement, dated as of December [ ], 2018 Agreement (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”)) dated as of August 31, 2016 among Lxxxxx PurchaserMyriad Genetics, Inc., a Delaware corporation Inc. (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“HoldingsCompany”), the other Subsidiaries of Holdings lenders party thereto from time to time party theretoand JPMorgan Chase Bank, N.A., as the administrative agent; the terms defined therein being used herein as therein defined. I, [ ], the Lenders from time to time party thereto chief financial officer of the Company, solely in such capacity and Nomura Corporate Funding Americasnot in an individual capacity, LLC hereby certify that I am the chief financial officer of the Company and that I am generally familiar with the businesses and assets of the Company and its Subsidiaries (together with one or more sub-agents or designeestaken as a whole), I have made such other investigations and inquiries as Administrative Agent I have deemed appropriate and L/C IssuerI am duly authorized to execute this Solvency Certificate on behalf of the Company pursuant to the Credit Agreement. Unless otherwise defined hereinI further certify, terms defined solely in my capacity as chief financial officer of the Company, and not in my individual capacity, as of the date hereof and after giving effect to the Transactions and the incurrence of the indebtedness and obligations being incurred in connection with the Credit Agreement and used the Transactions on the date hereof, that: (i) the fair value of the assets of the Company and its Subsidiaries, taken as a whole, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of the Company and its Subsidiaries, taken as a whole, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Company and its Subsidiaries, taken as a whole, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Company and its Subsidiaries, taken as a whole, will not have unreasonably small capital with which to conduct the business in this Affiliated Lender Assignment which they are engaged as such business is now conducted and Assumption (this “Assignment”) shall have is proposed to be conducted after the meanings given to them in the Credit AgreementClosing Date. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:[Remainder of page intentionally left blank]

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or by sending a scanned copy by electronic mail shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law governing the Credit Agreement. SCHEDULE “A” Lender Assigned Lender’s Commitment Assigned Accommodations Outstanding l $l $l SCHEDULE 7 FORM OF OPEN TEXT SOLVENCY CERTIFICATE This Certificate is being delivered pursuant to Section 4.01(1)(b)(viii) of the State of New York. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made to the Amended and Restated Credit and Guaranty Agreement, Agreement dated as of December [ ]January 16, 2014, as amended as of June 16, 2016 and February 22, 2017 and as amended and restated on May 30, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx PurchaserOpen Text Corporation, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other certain Subsidiaries of Holdings from time to time party theretoOpen Text Corporation, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees)Barclays Bank PLC, as Administrative Agent sole administrative agent and L/C Issuercollateral agent. Unless Capitalized terms used but not otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given to them specified in the Credit Agreement. The Assignor identified on Schedule I hereto undersigned, [ ], hereby certifies that he is the [ ] of Open Text Corporation (the “AssignorOpen Text”) and that he is knowledgeable of the Assignee identified financial and accounting matters of Open Text and its subsidiaries, the Credit Agreement and the covenants and representations (financial and other) contained therein and that, as such, he is authorized to execute and deliver this Certificate on Schedule I hereto (behalf of Open Text. The undersigned , solely in his capacity as an officer of Open Text, and not in his individual capacity, hereby further certifies that on the “Assignee”) agree as followsdate hereof, immediately after the consummation of the Transactions to occur on the date hereof:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT B FORM OF AFFILIATED LENDER ASSIGNMENT AMENDED, RESTATED AND ASSUMPTION Reference is made to the Credit and Guaranty Agreement, CONSOLIDATED GUARANTY THIS GUARANTY dated as of December [ ]July 17, 2018 2014 (this “Guaranty”) executed and delivered by Equity LifeStyle Properties, Inc. (the “Guarantor”) in favor of XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Amended, Restated and Consolidated Credit Agreement dated as of the date hereof (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), by and among Lxxxxx Purchaser, Inc., a Delaware corporation MHC Operating Limited Partnership (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the AcquisitionGuarantor, the financial institutions party thereto and their assignees under Section 12.5. thereof (the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“HoldingsLenders”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined hereinthe other parties thereto, terms defined in for its benefit and the Credit Agreement benefit of the Lenders and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto Specified Derivatives Providers (the “Assignor”) Administrative Agent, the Lenders, the Swingline Lender and the Assignee identified on Schedule I hereto (Specified Derivatives Providers, each individually a “Guarantied Party” and collectively, the “AssigneeGuarantied Parties”) agree as follows:).

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

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 F-4 Form of Assignment and Assumption EXHIBIT F-2 FORM OF AFFILIATED LENDER ASSIGNMENT ADMINISTRATIVE QUESTIONNAIRE F-2-1 EXHIBIT G FORM OF SECOND AMENDED AND ASSUMPTION Reference RESTATED CONTINUING GUARANTY [Re: Tanger Properties Limited Partnership - 2021 Fourth Amended and Restated 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 (the “Borrower”) by BANK OF AMERICA, N.A., in its capacity as the Administrative Agent under the Credit Agreement referenced herein (in such capacity and Guaranty together with its successors and assigns as permitted under the Credit Agreement, the “Agent”) and the Lenders, as such term is defined in that certain Fourth Amended and Restated Credit Agreement, dated as of December [ ]July 13, 2018 2021 (as the same may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”); capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) among the Borrower, among Lxxxxx Purchaserthe Agent, Inc.such Lenders, a Delaware corporation and the other parties named therein, the undersigned Guarantor (whether one or more the “Purchaser” andGuarantor”, prior and if more than one jointly and severally) hereby furnishes to the consummation Agent, for the benefit of the AcquisitionAgent and Lenders, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” its amended and immediately upon consummation restated guaranty of the AcquisitionGuaranteed Obligations (as hereinafter defined) as set forth herein; provided, that this Guaranty constitutes an amendment, restatement, and continuation of that certain Amended and Restated Continuing Guaranty initially entered into by Guarantor and certain other parties in favor of the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation Agent in connection with the Replaced Credit Facility (“Holdings”), as the other Subsidiaries of Holdings same may have been from time to time party theretoamended, restated, supplemented, or otherwise modified, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto (the “AssignorReplaced Guaranty”) and does not constitute a novation, termination or release of or with respect to any of the Assignee identified on Schedule I hereto (obligations or indebtedness represented by the “Assignee”) agree Replaced Guaranty. Now, therefore, the Guarantor agrees as follows:

General Provisions. This Assignment (a) The Notes issuable hereunder shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed issued as registered Notes without coupons in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made to the Credit and Guaranty Agreement, dated as of December [ ], 2018 two classes (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc.each, a Delaware corporation (“Purchaser” and, prior to "Class") on such date or dates during the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings Note Issuance Period as from time to time party theretoshall be authorized by the Company. The Notes of both Classes shall be known and entitled generally as the "JLA Funding Corporation II Floating Rate Asset-Backed Notes." The Notes of each Class shall have further particular designation as specified below, and each Note issued hereunder shall bear upon the face thereof the designation so specified for the Class to which it belongs. Subject to the provisions of Section 2.02, the Lenders from time Trustee is hereby authorized and directed, upon the written order of the Company, accompanied by an officer's Certificate certifying that the conditions precedent set forth in Section 2.02 have been satisfied, to time party thereto authenticate and Nomura Corporate Funding Americasdeliver Notes to be issued hereunder on each Note Issuance Date in two classes entitled "Floating Rate Asset-Backed Notes, LLC Class A" and "Floating Rate Asset-Backed Notes, Class B," respectively. The forms of the Class A Notes and the Class B Notes, and of the Trustee's certificate of authentication, shall be in substantially the forms set forth in Exhibits A and B hereto, respectively, with such appropriate insertions, omissions, substitutions, and other variations as are required or permitted by this Indenture. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is limited to $75,000,000 (together with one or more sub-agents or designeesof which the aggregate principal amount of the Class A Notes shall be not greater than $70,658,000 and the aggregate principal amount of the Class B Notes shall not be greater than $4,342,000), as Administrative Agent except for Notes authenticated and L/C Issuer. Unless otherwise defined hereindelivered upon registration of, terms defined transfer of, or in the Credit Agreement and used exchange for, or in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given lieu of, other Notes pursuant to them in the Credit AgreementSection 2.04, 2.05, or 9.04. The Assignor identified on Schedule I hereto (Class A Notes shall be issuable only in registered form and only in denominations of at least $1,000,000 and integral multiples of $1,000 in excess thereof, provided that the “Assignor”) foregoing shall not restrict or prevent the transfer or issuance in accordance with Section 2.04 or 2.05 of any Class A Note having a remaining outstanding principal amount of less than $1,000,000. The Class B Notes shall be issuable only in registered form and only in denominations of at least $1,000,000, and integral multiples of $1,000 in excess thereof; provided that the Assignee identified on Schedule I hereto (foregoing shall not restrict or prevent the “Assignee”) agree as follows:transfer or issuance in accordance with Section 2.04 or 2.05 of any Class B Note having a remaining outstanding principal amount of less than $1,000,000.

General Provisions. This Assignment The provisions of this Agreement shall be binding uponupon the successors, assigns, heirs and personal representatives of the parties hereto. No single or partial exercise of any right, power or privilege shall preclude any further or other exercise thereof or of any other right, power or privilege, as each such right, power or privilege may be exercised either independently or concurrently with others and as often and in such order as PNCEF may deem expedient. This Agreement contains the entire security agreement between Grantor and PNCEF and may be in addition to other security agreements executed by Grantor in favor of PNCEF. If any one or more of the provisions hereof should be invalid, illegal or unenforceable in any respect, the finding shall only affect the provisions found to be void and the remaining provisions shall not be impaired. No course of dealing in respect of, nor any omission or delay in the exercise of, any right, power or privilege by PNCEF under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any further or other exercise thereof or of any other right, power or privilege, as each such right, power or privilege may be exercised either independently or concurrently with others and in such order as PNCEF may deem expedient. The provisions of this Agreement may be modified, altered or amended only by written agreement signed by PNCEF and Grantor. PNCEF shall be entitled to equitable remedies with respect to each breach of any provision of this Agreement, and inure Grantor hereby waives any defense that might be asserted to bar any such equitable remedy. PNCEF shall have the right to apply proceeds and payments in respect of the Subject Obligations with such allocation to the benefit ofrespective parts thereof and the respective due dates thereof as PNCEF in its sole discretion may from time to time deem advisable. Each right, power or privilege is in addition to and not in limitation of any other rights, powers and privileges that PNCEF may otherwise have or acquire by operation of law (including, without limitation, the parties hereto and their respective successors and assignsright of offset), by other contract or otherwise. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment Agreement shall be governed by, and construed in accordance with, by the law laws of the State of New York. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made Jersey without regard to its conflicts of law provisions that would give effect to the Credit and Guaranty Agreement, dated as laws of December [ ], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:another jurisdiction.