Common use of Transaction References Clause in Contracts

Transaction References. Each Constituent Company agrees that each of NYL Investors LLC, the Purchasers and their respective Affiliates may (a) refer to the identity of such Constituent Company and the aggregate principal amount of the Notes on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium and (b) display such Constituent Company’s corporate logo in conjunction with any such reference. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Constituent Companies, whereupon this Agreement shall become a binding agreement between you and the Constituent Companies. Very truly yours, Education Realty Operating Partnership, LP, a Delaware limited partnership By: Education Realty OP GP, Inc., a Delaware corporation, its General Partner By: /s/ J. D▇▇▇ ▇▇▇▇▇▇▇ Name: J. D▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President, Capital Markets and Investor Relations Education Realty Trust, Inc., a Maryland corporation By: /s/ J. D▇▇▇ ▇▇▇▇▇▇▇ Name: J. D▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President, Capital Markets and Investor Relations This Agreement is hereby accepted and agreed to as of the date hereof. New York Life Insurance Company By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President New York Life Insurance and Annuity Corporation By: NYL Investors LLC, its Investment Manager By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director The Bank of New York Mellon, a banking corporation organized under the laws of New York, not in its individual capacity but solely as Trustee under that certain Trust Agreement dated as of July 1st, 2015 between New York Life Insurance Company, as Grantor, J▇▇▇ H▇▇▇▇▇▇ Life Insurance Company (U.S.A.), as Beneficiary, J▇▇▇ H▇▇▇▇▇▇ Life Insurance Company of New York, as Beneficiary, and The Bank of New York Mellon, as Trustee By: New York Life Insurance Company, its attorney-in-fact By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Transaction References. Each Constituent The Company agrees that each of NYL Investors LLC, the Purchasers and their respective Affiliates Prudential Private Capital may (a) refer to its role in the origination of the purchase of the Notes from the Company, as well as the identity of such Constituent Company the Company, the aggregate principal amount and issue date of the Notes and the aggregate principal amount of the Notes Facility, on its internet site site, social media channels or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium medium, and (b) display such Constituent the Company’s corporate logo in conjunction with any such reference. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Constituent Companies, whereupon this Agreement shall become a binding agreement between you and the Constituent Companies. Very truly yours, Education Realty Operating Partnership, LP, a Delaware limited partnership ByTHE COMPANY: Education Realty OP GP, Inc., a Delaware corporation, its General Partner By: /s/ J. D▇▇▇ ▇▇▇▇▇▇▇ RENTCORP By: Name: J. D▇▇▇ ▇▇Title: THE SUBSIDIARY GUARANTORS: ENVIROPLEX, INC. By: Name: Title: MOBILE MODULAR MANAGEMENT CORPORATION By: Name: Title: ▇▇▇▇▇ TANK RENTALS, LLC By: Name: Title: Senior Vice President, Capital Markets and Investor Relations Education Realty Trust, Inc., a Maryland corporation By: /s/ J. D▇▇▇ ▇▇▇▇▇▇▇ Name: J. D▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President, Capital Markets and Investor Relations This Agreement The foregoing is hereby accepted and agreed to as of the date hereofthereof. New York Life Insurance Company PGIM, INC. By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President New York Life Insurance and Annuity Corporation THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as a holder of Series B Notes By: NYL Investors LLCVice President FARMERS NEW WORLD LIFE INSURANCE COMPANY, its Investment Manager as a holder of Series B Notes and a holder of Series C Notes By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ NamePrudential Private Placement Investors, L.P. (as Investment Advisor) By: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ TitlePrudential Private Placement Investors, Inc. (as its General Partner) By: Managing Director The Bank Vice President ZURICH AMERICAN INSURANCE COMPANY, as a holder of New York MellonSeries B Notes By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: Vice President MUTUAL TRUST LIFE INSURANCE COMPANY, A PAN AMERICAN LIFE INSURANCE GROUP STOCK COMPANY (f/k/a banking corporation organized under the laws of New York, not in its individual capacity but solely as Trustee under that certain Trust Agreement dated as of July 1st, 2015 between New York Life MTL Insurance Company, as Grantor, J▇▇▇ H▇▇▇▇▇▇ Life Insurance Company (U.S.A.), as Beneficiary, J▇▇▇ H▇▇▇▇▇▇ Life Insurance Company a holder of New York, as Beneficiary, and The Bank of New York Mellon, as Trustee Series B Notes By: New York Life Insurance CompanyPrudential Private Placement Investors, its attorney-in-fact L.P. (as Investment Advisor) By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ TitlePrudential Private Placement Investors, Inc. (as its General Partner) By: Vice President New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY, as a holder of Series C Notes By: PGIM, Inc., investment manager By: Vice President THE LINCOLN NATIONAL LIFE INSURANCE COMPANY, as a holder of Series C Notes By: Prudential Private Placement Investors, L.P. (BOLI 3as Investment Advisor) By: NYL Investors LLCPrudential Private Placement Investors, Inc. (as its Investment Manager General Partner) By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ NameVice President PHYSICIANS MUTUAL INSURANCE COMPANY, as a holder of Series C Notes By: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ TitlePrudential Private Placement Investors, L.P. (as Investment Advisor) By: Managing Director As used hereinPrudential Private Placement Investors, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:Inc. (as its General Partner) By: Vice President

Transaction References. Each Constituent Company The Obligors agrees that each of NYL Investors New York Life Investment Management LLC, the Purchasers Prudential Investment Management, Inc. and their respective Affiliates Prudential Capital Group may (a) refer to its role in establishing this Agreement, as well as the identity of such Constituent Company any Obligor and the maximum aggregate principal amount of the Notes and the date on which the Agreement was established, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium medium, and (b) display such Constituent Company’s the corporate logo of any Obligor in conjunction with any such reference. If you are in agreement with the foregoing, please sign the form of agreement on a the accompanying counterpart of this Agreement and return it to the Constituent CompaniesCompany, whereupon this Agreement shall become a binding agreement between you among the Purchasers, the Company and the Constituent CompaniesGuarantor. Very truly yours, Education Realty Operating Partnership, LP, a Delaware limited partnership By: Education Realty OP GP, Inc., a Delaware corporation, its General Partner FIRSTSERVICE CORPORATION By: /s/ J. D▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ Name: J. D▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ Title: Senior Vice President, Capital Markets President and Investor Relations Education Realty Trust, Inc., a Maryland corporation Chief Financial Officer By: /s/ J. D▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: J. D▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President, Capital Markets President and Investor Relations Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. New York Life Insurance Company By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Corporate Vice President By: New York Life Insurance and Annuity Corporation By: NYL Investors Investment Management LLC, its Its Investment Manager By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director The Bank of New York Mellon, a banking corporation organized under the laws of New York, not in its individual capacity but solely as Trustee under that certain Trust Agreement dated as of July 1st, 2015 between New York Life Insurance Company, as Grantor, J▇▇▇ H▇▇▇▇▇▇ Life Insurance Company (U.S.A.), as Beneficiary, J▇▇▇ H▇▇▇▇▇▇ Life Insurance Company of New York, as Beneficiary, and The Bank of New York Mellon, as Trustee By: New York Life Insurance CompanyInvestment Management LLC, its attorney-in-fact Investment Manager By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Director By: /s/ Engin Okaya Name: Engin Okaya Title: Vice President By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Engin Okaya Name: Engin Okaya Title: Vice President Name in which to register Note(s) NEW YORK LIFE INSURANCE COMPANY Note Registration Number(s); Principal Amount(s) R-1; $18,800,000 Payment on account of Note(s) Method Account information Federal Funds Wire Transfer ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ABA No.: ▇▇▇-▇▇▇-▇▇▇ Credit: New York Life Insurance Company General Account No.: ▇▇▇-▇-▇▇▇▇▇ Ref: “Accompanying Information” below Accompanying Information Name of Issuer: FIRSTSERVICE CORPORATION Description of Security: PPN: 3.84% Series Guaranteed Senior Notes 33761N A@8 due January 16, 2024 Due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. Address / Fax # and/or Email For Notices Relating To Payments New York Life Insurance Company c/o New York Life Investment Management LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Securities Operations, Private Group, 2nd Fl. Fax #: (▇▇▇) ▇▇▇-▇▇▇▇ With a copy sent via Email to: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ Any changes in the foregoing payment instructions shall be confirmed by e-mail to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ prior to becoming effective. Address / Fax # and/or Email For All Other Notices New York Life Insurance Company c/o New York Life Investment Management LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Fixed Income Investors Group, Private Finance, 2nd Fl. Fax #: (▇▇▇) ▇▇▇-▇▇▇▇ With a copy sent via Email to: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ Fax #: (▇▇▇) ▇▇▇-▇▇▇▇ Instructions re: Delivery of Notes New York Life Insurance Company c/o New York Life Investment Management LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. Signature Block Format NEW YORK LIFE INSURANCE COMPANY By:_____________________________ Name: Title: Tax Identification Number ▇▇-▇▇▇▇▇▇▇ Name in which to register Note(s) NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION Note Registration Number(s); Principal Amount(s) R-2; $36,000,000 Payment on account of Note(s) Method Account information Federal Funds Wire Transfer JPMorgan Chase Bank New York, New York ABA No.: ▇▇▇-▇▇▇-▇▇▇ Credit: New York Life Insurance and Annuity Corporation General Account No.: ▇▇▇-▇-▇▇▇▇▇ Ref: “Accompanying Information” below Accompanying Information Name of Issuer: FIRSTSERVICE CORPORATION Description of Security: PPN: 3.84% Series Guaranteed Senior Notes 33761N A@8 due January 16, 2024 Due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. Address / Fax # and/or Email For Notices Relating To Payments New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Securities Operations, Private Group, 2nd Fl. Fax #: (▇▇▇) ▇▇▇-▇▇▇▇ With a copy sent via Email to: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ Any changes in the foregoing payment instructions shall be confirmed by e-mail to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ prior to becoming effective. Address / Fax # and/or Email For All Other Notices New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Fixed Income Investors Group, Private Finance, 2nd Fl. Fax #: (▇▇▇) ▇▇▇-▇▇▇▇ With a copy sent via Email to: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ Fax #: (▇▇▇) ▇▇▇-▇▇▇▇ Instructions re: Delivery of Notes New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. Signature Block Format NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: New York Life Investment Management LLC, Its Investment Manager By:_____________________________ Name: Title: Tax Identification Number ▇▇-▇▇▇▇▇▇▇ Name in which to register Note(s) NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C) Note Registration Number(s); Principal Amount(s) R-3; $20,200,000 Payment on account of Note(s) Method Account information Federal Funds Wire Transfer JPMorgan Chase Bank New York, New York ABA No.: ▇▇▇-▇▇▇-▇▇▇ Credit: NYLIAC SEPARATE BOLI 30C General Account No.: ▇▇▇-▇-▇▇▇▇▇ Ref: “Accompanying Information” below Accompanying Information Name of Issuer: FIRSTSERVICE CORPORATION Description of Security: PPN: 3.84% Series Guaranteed Senior Notes 33761N A@8 due January 16, 2024 Due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. Address / Fax # and/or Email For Notices Relating To Payments New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Securities Operation Private Group, 2nd Fl. Fax #: (BOLI 3▇▇▇) By▇▇▇-▇▇▇▇ With a copy sent via Email to: NYL Investors LLC▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ Any changes in the foregoing payment instructions shall be confirmed by e-mail to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ prior to becoming effective. Address / Fax # and/or Email For All Other Notices New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, its Investment Manager By▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: /s/ CFixed Income Investor Group, Private Finance, 2nd Fl. Fax #: (▇▇▇) ▇▇▇-▇▇▇▇ With a copy sent via Email to: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ Fax #: (▇▇▇) ▇▇▇-▇▇▇▇ Instructions re: Delivery of Notes New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. Signature Block Format NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C) By: New York Life Investment Management LLC, Its Investment Manager By:_____________________________ Name: CTitle: Tax Identification Number ▇▇-▇▇▇▇▇▇▇ Name in Which to Register Note(s) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Note Registration number(s); principal amount(s) R-4; $27,900,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer JPMorgan Chase Bank New York, NY ABA No.: ▇▇▇-▇▇▇-▇▇▇ Account Name: Prudential Managed Portfolio Account No.: P86188 (please do not include spaces) Ref: “Accompanying Information” below. Accompanying Information Name of Issuer: FIRSTSERVICE CORPORATION Description of Security: PPN: 3.84% Series Guaranteed Senior Notes 33761N A@8 due January 16, 2024 Due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. Address/Fax for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: Manager, ▇▇▇▇▇▇▇▇ and Collections Recipient of telephonic prepayment Notices: Manager, Trade Management Group Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Address/Fax for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Managing Director Instructions re: Delivery of Notes The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq. Signature Block Format THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By:___________________________________ Title: Vice President Tax Identification Number ▇▇-▇▇▇▇▇▇▇ Name in Which to Register Note(s) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Note Registration number(s); principal amount(s) R-5; $31,700,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer JPMorgan Chase Bank New York, NY ABA No.: ▇▇▇-▇▇▇-▇▇▇ Account Name: Privest Portfolio Account No.: P86189 (please do not include spaces) Ref: “Accompanying Information” below. Accompanying Information Name of Issuer: FIRSTSERVICE CORPORATION Description of Security: PPN: 3.84% Series Guaranteed Senior Notes 33761N A@8 due January 16, 2024 Due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. Address/Fax for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: Manager, ▇▇▇▇▇▇▇▇ and Collections Recipient of telephonic prepayment Notices: Manager, Trade Management Group Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Address/Fax for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Managing Director Instructions re: Delivery of Notes The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq. Signature Block Format THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By:___________________________________ Title: Vice President Tax Identification Number ▇▇-▇▇▇▇▇▇▇ Name in Which to Register Note(s) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Note Registration number(s); principal amount(s) R-6; $9,600,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer JPMorgan Chase Bank New York, NY ABA No.: ▇▇▇-▇▇▇-▇▇▇ Account Name: Prudential GM Buyout Private Custody Account No.: P30819 (please do not include spaces) Ref: “Accompanying Information” below. Accompanying Information Name of Issuer: FIRSTSERVICE CORPORATION Description of Security: PPN: 3.84% Series Guaranteed Senior Notes 33761N A@8 due January 16, 2024 Due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. Address/Fax for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: Manager, ▇▇▇▇▇▇▇▇ and Collections Recipient of telephonic prepayment Notices: Manager, Trade Management Group Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Address/Fax for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Managing Director Instructions re: Delivery of Notes The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq. Signature Block Format THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By:___________________________________ Title: Vice President Tax Identification Number ▇▇-▇▇▇▇▇▇▇ Name in Which to Register Note(s) FARMERS NEW WORLD LIFE INSURANCE COMPANY Note Registration number(s); principal amount(s) R-7; $5,800,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer JPMorgan Chase Bank New York, NY ABA No.: ▇▇▇▇▇▇▇▇▇ Account No.: 9009000200 Account Name: SSG Private Income Processing For further credit to Account P58834 Farmers NWL Ref: “Accompanying Information” below. Accompanying Information Name of Issuer: FIRSTSERVICE CORPORATION Description of Security: PPN: 3.84% Series Guaranteed Senior Notes 33761N A@8 due January 16, 2024 Due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. Address/Fax for Notices Related to Payments ▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or Farmers Insurance Company Attention: Investment Accounting Team ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or Farmers New World Life Insurance Company Attention: Investment Operations Team ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Address/Fax for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Managing Director Instructions re: Delivery of Notes JPMorgan Chase Bank, N.A. ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Physical Receive Department, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Re: P58834 – Farmers New World Life Private Placement and 33761N A@8 cc: Trade Management, Manager Signature Block Format FARMERS NEW WORLD LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: ______________________________ Name: Title: Managing Director As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:Vice President Tax Identification Number ▇▇-▇▇▇▇▇▇▇

Transaction References. Each Constituent The Company agrees that each of NYL Investors LLC, the Purchasers Prudential and their respective Affiliates Prudential Capital Group may (a) refer to its role in establishing the Facility, as well as the identity of such Constituent Company the Company, the Series A Notes, the Series B Notes and the maximum aggregate principal amount of the Notes and the date on which the Facility was established, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium and (b) display such Constituent the Company’s corporate logo in conjunction with any such reference. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of When this Agreement is executed and return delivered by the Company, Prudential and the Initial Purchasers, it to the Constituent Companies, whereupon this Agreement shall become a binding agreement between you the Company, on one hand, and Prudential and each Initial Purchaser, on the Constituent Companiesother hand. Very truly yoursThis Agreement shall also inure to the benefit of each Purchaser which shall have executed and delivered a Confirmation of Acceptance and each such Purchaser shall be bound by this Agreement to the extent provided in such Confirmation of Acceptance. Universal Forest Products, Education Realty Operating Partnership, LP, a Delaware limited partnership Inc. By: Education Realty OP GPChief Financial Officer The foregoing Agreement is hereby accepted as of the date first above written. Prudential Investment Management, Inc. By: Vice President The Prudential Insurance Company of America By: Vice President The Gibraltar Life Insurance Co., LTD. By: Prudential Investment Management (Japan), Inc. (as Investment Manager) By: Prudential Investment Management, Inc. (as Sub-Adviser) By: Vice President Prudential Arizona Reinsurance Captive Company Prudential Annuities Life Assurance Corporation By: Prudential Investment Management, Inc., a Delaware corporation, its General Partner (as Investment Manager) By: /s/ J. DVice President (1) All payments to Prudential shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank New York, New York ABA No.: ▇▇▇-▇▇▇-▇▇▇ Account No.: 304232491 Account Name: PIM Inc. – PCG (2) Address for all notices relating to payments: Prudential Investment Management, Inc. c/o The Prudential Insurance Company of America Investment Operations Group Gateway Center Two, 10th Floor ▇▇▇ ▇▇▇▇▇▇▇▇ Name: J. D▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President, Capital Markets and Investor Relations Education Realty Trust, Inc., a Maryland corporation By: /s/ J. D▇▇▇ ▇▇▇▇▇▇▇ Name: J. D▇▇▇ ▇▇▇▇▇-▇▇▇▇ TitleAttention: Senior Vice PresidentManager (3) Address for all other communications and notices: Prudential Investment Management, Inc. c/o Prudential Capital Markets and Investor Relations This Agreement is hereby accepted and agreed to as of the date hereof. New York Life Insurance Company By: /s/ CGroup ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Managing Director (4) Recipient of telephonic prepayment notices: Manager, Trade Management Group Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ (5) Tax Identification No.: ▇▇-▇▇▇▇▇▇▇ THE PRUDENTIAL INSURANCE COMPANY OF AMERICA $ 10,000,000.00 $ 10,000,000.00 (1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank New York, NY ABA No.: ▇▇▇-▇▇▇-▇▇▇ Account No.: 900-9000-168 Account Name: North American Insurance FFC: P86188 (please do not include spaces) FFC Account Name: Prudential Managed Portfolio Each such wire transfer shall set forth the name of the Company, a reference to "3.89% Series A Senior Notes due December 17, 2022 Security No. INV10034, PPN 913543 C*3" and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. (2) Address for all notices relating to payments: The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Manager, ▇▇▇▇▇▇▇▇ and Collections (3) Address for all other communications and notices: The Prudential Insurance Company of America c/o Prudential Capital Group Two Prudential Plaza ▇▇▇ ▇. ▇▇▇▇▇▇▇ NameAvenue Suite 5600 Chicago, IL 60601 Attention: CManaging Director, CORPORATE FINANCE (4) Recipient of telephonic prepayment notices: Manager, Trade Management Group Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ (5) Address for Delivery of Notes: Send physical security by nationwide overnight delivery service to: Prudential Capital Group Two Prudential Plaza ▇▇▇ ▇. ▇▇▇▇▇▇▇ Avenue Suite 5600 Chicago, IL 60601 Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ TitleTelephone: Vice President New York Life Insurance and Annuity Corporation By(▇▇▇) ▇▇▇-▇▇▇▇ (6) Tax Identification No.: NYL Investors LLC, its Investment Manager By: /s/ C▇▇-▇▇▇▇▇▇▇ THE GIBRALTAR LIFE INSURANCE CO., LTD. $ 17,000,000.00 $ 17,000,000.00 (1) All principal, interest and Make-Whole Amount payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank New York, NY ABA No.: ▇▇▇-▇▇▇-▇▇▇ Account No.: 900-9000-168 Account Name: North American Insurance FCC: P86246 (please do not include spaces) FCC Account Name: GIBPRVJAFS1 Each such wire transfer shall set forth the name of the Company, a reference to "3.89% Series A Senior Notes due December 17, 2022 Security No. INV10034, PPN 913543 C*3" and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. (2) All payments, other than principal, interest or Make-Whole Amount, on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank New York, NY ABA No. ▇▇▇-▇▇▇-▇▇▇ Account No. 304199036 Account Name: Prudential International Insurance Service Co. Each such wire transfer shall set forth the name of the Company, a reference to "3.89% Series A Senior Notes due December 17, 2022, Security No. INV10034, PPN 913543 C*3" and the due date and application (e.g., type of fee) of the payment being made. (3) Address for all notices relating to payments: The Gibraltar Life Insurance Co., Ltd. ▇-▇▇-▇▇, ▇▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇-ku, Tokyo 100-8953, Japan Telephone: ▇▇-▇-▇▇▇▇-▇▇▇▇ Facsimile: ▇▇-▇-▇▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇-▇▇▇▇.▇▇.▇▇ Attention: Mizuho Matsumoto, Team Leader of Investment Administration Team (4) Address for all other communications and notices: Prudential Private Placement Investors, L.P. c/o Prudential Capital Group Two Prudential Plaza ▇▇▇ ▇. ▇▇▇▇▇▇▇ Avenue Suite 5600 Chicago, IL 60601 Attention: Managing Director, CORPORATE FINANCE (5) Address for Delivery of Notes: Send physical security by nationwide overnight delivery service to: Prudential Capital Group Two Prudential Plaza ▇▇▇ ▇. ▇▇▇▇▇▇▇ Avenue Suite 5600 Chicago, IL 60601 Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ NameTelephone: C(▇▇▇) ▇▇▇-▇▇▇▇ (6) Tax Identification No.: ▇▇-▇▇▇▇▇▇▇ PRUDENTIAL ARIZONA REINSURANCE CAPTIVE COMPANY $ 5,000,000.00 $ 5,000,000.00 (1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank New York, NY ABA No.: ▇▇▇-▇▇▇-▇▇▇ Account No.: 900-9000-168 Account Name: North American Insurance FCC: P30794 (please do not include spaces) FCC Account Name: PARCCPLAZTrust1 Each such wire transfer shall set forth the name of the Company, a reference to "3.89% Series A Senior Notes due December 17, 2022 Security No. INV10034, PPN 913543 C*3" and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. (2) Address for all notices relating to payments: Prudential Arizona Reinsurance Captive Company c/o The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Manager, ▇▇▇▇▇▇▇▇ and Collections (3) Address for all other communications and notices: Prudential Arizona Reinsurance Captive Company c/o Prudential Capital Group Two Prudential Plaza ▇▇▇ ▇. ▇▇▇▇▇▇▇ Avenue Suite 5600 Chicago, IL 60601 Attention: Managing Director, CORPORATE FINANCE (4) Recipient of telephonic prepayment notices: Manager, Trade Management Group Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ (5) Address for Delivery of Notes: Send physical security by nationwide overnight delivery service to: Prudential Capital Group Two Prudential Plaza ▇▇▇ ▇. ▇▇▇▇▇▇▇ Avenue Suite 5600 Chicago, IL 60601 Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director The Bank of New York Mellon, a banking corporation organized under the laws of New York, not in its individual capacity but solely as Trustee under that certain Trust Agreement dated as of July 1st, 2015 between New York Life Insurance Company, as Grantor, J▇▇▇ HTelephone: (▇▇▇) ▇▇▇-▇▇▇▇ (6) Tax Identification No.: ▇▇-▇▇▇▇▇▇▇ Life Insurance Company PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION $ 3,000,000.00 $ 3,000,000.00 (U.S.A.), as Beneficiary, J1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan ▇▇▇▇▇ H▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ABA No.: ▇▇▇-▇▇▇-▇▇▇ Account No.: 900-9000-168 Account Name: North American Insurance FCC: P01309 (please do not include spaces) FCC Account Name: Prudential Annuities Life Assurance Corporation Each such wire transfer shall set forth the name of the Company, a reference to "3.89% Series A Senior Notes due December 17, 2022 Security No. INV10034, PPN 913543 C*3" and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. (2) Address for all notices relating to payments: Prudential Annuities Life Assurance Corporation c/o The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor ▇▇▇ ▇▇▇▇▇▇▇▇ Life Insurance Company of New York, as Beneficiary, and The Bank of New York Mellon, as Trustee By: New York Life Insurance Company, its attorney-in-fact By: /s/ C▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Manager, ▇▇▇▇▇▇▇▇ and Collections (3) Address for all other communications and notices: Prudential Annuities Life Assurance Corporation c/o Prudential Capital Group Two Prudential Plaza ▇▇▇ ▇. ▇▇▇▇▇▇▇ Avenue Suite 5600 Chicago, IL 60601 Attention: Managing Director, CORPORATE FINANCE (4) Recipient of telephonic prepayment notices: Manager, Trade Management Group Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ (5) Address for Delivery of Notes: Send physical security by nationwide overnight delivery service to Prudential Capital Group Two Prudential Plaza ▇▇▇ ▇. ▇▇▇▇▇▇▇ Avenue Suite 5600 Chicago, IL 60601 Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ NameTelephone: C(▇▇▇) ▇▇▇-▇▇▇▇ (6) Tax Identification No.: ▇▇-▇▇▇▇▇▇▇ THE PRUDENTIAL INSURANCE COMPANY OF AMERICA $ 22,000,000.00 $ 22,000,000.00 (1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank New York, NY ABA No.: ▇▇▇-▇▇▇-▇▇▇ Account No.: ▇▇▇-▇▇▇▇-▇▇▇ Account Name: North American Insurance FFC: P86188 (please do not include spaces) FFC Account Name: Prudential Managed Portfolio Each such wire transfer shall set forth the name of the Company, a reference to "3.98% Series B Senior Notes due December 17, 2024 Security No. INV10034, PPN 913543 C@1" and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. (2) Address for all notices relating to payments: The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Manager, ▇▇▇▇▇▇▇▇ and Collections (3) Address for all other communications and notices: The Prudential Insurance Company of America c/o Prudential Capital Group Two Prudential Plaza ▇▇▇ ▇. ▇▇▇▇▇▇▇ Avenue Suite 5600 Chicago, IL 60601 Attention: Managing Director, CORPORATE FINANCE (4) Recipient of telephonic prepayment notices: Manager, Trade Management Group Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ (5) Address for Delivery of Notes: Send physical security by nationwide overnight delivery service to: Prudential Capital Group Two Prudential Plaza ▇▇▇ ▇. ▇▇▇▇▇▇▇ Avenue Suite 5600 Chicago, IL 60601 Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ TitleTelephone: Vice President New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 3▇▇▇) By▇▇▇-▇▇▇▇ (6) Tax Identification No.: NYL Investors LLC, its Investment Manager By: /s/ C▇▇-▇▇▇▇▇▇▇ THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD. $ 18,000,000.00 $ 18,000,000.00 (1) All principal, interest and Make-Whole Amount payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank New York, NY ABA No.: ▇▇▇-▇▇▇-▇▇▇ Account No.: ▇▇▇-▇▇▇▇-▇▇▇ Account Name: North American Insurance FFC: P86291 (please do not include spaces) FFC Account Name: The Prudential Life Insurance Company, Ltd. Each such wire transfer shall set forth the name of the Company, a reference to "3.98% Series B Senior Notes due December 17, 2024 Security No. INV10034, PPN 913543 C@1" and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. (2) All payments, other than principal, interest or Make-Whole Amount, on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank New York, NY ABA No. ▇▇▇-▇▇▇-▇▇▇ Account No. 304199036 Account Name: Prudential International Insurance Service Co. Each such wire transfer shall set forth the name of the Company, a reference to "3.98% Series B Senior Notes due December 17, 2024, Security No. INV10034, PPN 913543 C@1" and the due date and application (e.g., type of fee) of the payment being made. (3) Address for all notices relating to payments: The Prudential Life Insurance Company, Ltd. ▇-▇▇-▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇ Telephone: ▇▇-▇-▇▇▇▇-▇▇▇▇ Facsimile: ▇▇-▇▇-▇▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇, Team Leader of Financial Reporting Team (4) Address for all other communications and notices: Prudential Private Placement Investors, L.P. c/o Prudential Capital Group Two Prudential Plaza ▇▇▇ ▇. ▇▇▇▇▇▇▇ Avenue Suite 5600 Chicago, IL 60601 Attention: Managing Director, CORPORATE FINANCE (5) Address for Delivery of Notes: Send physical security by nationwide overnight delivery service to: Prudential Capital Group Two Prudential Plaza ▇▇▇ ▇. ▇▇▇▇▇▇▇ Avenue Suite 5600 Chicago, IL 60601 Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ NameTelephone: C(▇▇▇) ▇▇▇-▇▇▇▇ (6) Tax Identification No.: ▇▇-▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Transaction References. Each Constituent The Company agrees that each of NYL Investors LLCPrudential, the Purchasers and their respective Affiliates may (a) refer to its or their role in purchasing the Notes, as well as the identity of such Constituent the Company and the aggregate principal amount and the date of the applicable Closing in respect of the Notes on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium and (b) display such Constituent the Company’s corporate logo in conjunction with any such reference.   -55- MSC Industrial Direct Co., Inc. Note Purchase and Private Shelf Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Constituent CompaniesCompany, whereupon this Agreement shall become a binding agreement between you and the Constituent CompaniesCompany.    Very truly yours, Education Realty Operating Partnership  MSC INDUSTRIAL DIRECT CO., LP, a Delaware limited partnership By: Education Realty OP GP, Inc., a Delaware corporation, its General Partner By: INC.    By /s/ J. D▇▇▇▇▇▇ ▇▇▇▇▇  Name: ▇▇▇ Name: J. D▇▇▇▇ ▇▇▇▇▇▇▇  Title: Senior Executive Vice PresidentPresident and Chief Financial Officer  MSC Industrial Direct Co., Capital Markets Inc. Note Purchase and Investor Relations Education Realty Trust, Inc., a Maryland corporation By: /s/ J. D▇▇▇ ▇▇▇▇▇▇▇ Name: J. D▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President, Capital Markets and Investor Relations Private Shelf Agreement This Agreement is hereby accepted and agreed to as of the date hereof. New York Life Insurance Company    PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY    By: PGIM, Inc.,  as investment manager    By: /s/ C▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇ Vice President    FARMERS NEW WORLD INSURANCE COMPANY   By: Prudential Private Placement Investors, L.P. (as Investment Advisor)    By: Prudential Private Placement Investors, Inc. (as its General Partner)    By: /s/ ▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇ Vice President  MSC Industrial Direct Co., Inc. Note Purchase and Private Shelf Agreement  This Agreement is hereby accepted and agreed to as of the date hereof. ▇   THE INDEPENDENT ORDER OF FORESTERS    By: Prudential Private Placement Investors, L.P.  (as Investment Advisor)   By: Prudential Private Placement Investors, Inc. (as its General Partner)   By: s/ ▇▇▇▇ Title: Vice President New York Life Insurance and Annuity Corporation By: NYL Investors LLC, its Investment Manager By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇ Vice President   UNITED OF OMAHA LIFE INSURANCE COMPANY   By: Prudential Private Placement Investors, L.P.  (as Investment Advisor)    By: Prudential Private Placement Investors, Inc. (as its General Partner)    By: /s/ ▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director The Bank of New York Mellon, a banking corporation organized under the laws of New York, not in its individual capacity but solely as Trustee under that certain Trust Agreement dated as of July 1st, 2015 between New York Life Insurance Company, as Grantor, J▇▇▇ H▇▇▇▇▇▇ Life Insurance Company (U.S.A.), as Beneficiary, J▇▇▇ H▇▇▇▇▇▇ Life Insurance Company of New York, as Beneficiary, and The Bank of New York Mellon, as Trustee By: New York Life Insurance Company, its attorney-in-fact By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title:  Vice President New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director   DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Transaction References. Each Constituent Company The Obligors agrees that each of NYL Investors LLCPrudential Investment Management, the Purchasers Inc. and their respective Affiliates Prudential Capital Group may (a) refer to its role in establishing this Agreement, as well as the identity of such Constituent Company any Obligor and the maximum aggregate principal amount of the Notes and the date on which the Agreement was established, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium medium, and (b) display such Constituent Company’s the corporate logo of any Obligor in conjunction with any such reference. If you are in agreement with the foregoing, please sign the form of agreement on a the accompanying counterpart of this Agreement and return it to the Constituent CompaniesCompany, whereupon this Agreement shall become a binding agreement between you among the Existing Noteholders, the Company and the Constituent CompaniesGuarantor. Very truly yours, Education Realty Operating Partnership, LP, a Delaware limited partnership By: Education Realty OP GP, Inc., a Delaware corporation, its General Partner FIRSTSERVICE CORPORATION By: /s/ J. D▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ Name: J. D▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ Title: Senior Vice President, Capital Markets President and Investor Relations Education Realty Trust, Inc., a Maryland corporation Chief Financial Officer By: /s/ J. D▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: J. D▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President, Capital Markets President and Investor Relations Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. By /s/ Engin Okaya Name: Engin Okaya Title: Vice President By /s/ Engin Okaya Name: Engin Okaya Title: Vice President By /s/ Engin Okaya Name: Engin Okaya Title: Vice President By /s/ Engin Okaya Name: Engin Okaya Title: Vice President Name in Which Note is Registered THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Note Registration Number; Original Principal Amount R-1; US$25,000,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer The Bank of New York Life New York, NY ABA # ▇▇▇-▇▇▇-▇▇▇ Acct. # ▇▇▇-▇▇▇▇-▇▇▇ Re: (See “Accompanying information” below) Accompanying Information Name of Issuer: FIRSTSERVICE DELAWARE, LP Description of Security: 6.40% Guaranteed Senior Secured Note due September 30, 2015 PPN: 33763@ AB 2 Due date and application (as among principal, premium and interest) of the payment being made. Address for Notices Related to Payments The Prudential Insurance Company By: /s/ Cof America c/o Prudential Investment Management, Operations & Systems Gateway Center Two, 10th Floor ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Manager, ▇▇▇▇▇▇▇▇ and Collections Fax: ▇▇▇-▇▇▇-▇▇▇▇ with a copy to: The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Managing Director Fax: ▇▇▇-▇▇▇-▇▇▇▇ with telephonic prepayment notices to: Manager, Trade Management Group Tel: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: Managing Director Fax: ▇▇▇-▇▇▇-▇▇▇▇ Signature block format THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: ________________________________ Name: Title: Vice President Instructions for Delivery of Notes The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: C▇▇▇▇▇, Esq. Tax Identification Number ▇▇-▇▇▇▇▇▇▇ Name in Which Note is Registered THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Note Registration Number; Original Principal Amount R-2; US$5,700,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer The Bank of New York New York, NY ABA # ▇▇▇-▇▇▇-▇▇▇ Acct. # ▇▇▇-▇▇▇▇-▇▇▇ Re: (See “Accompanying information” below) Accompanying Information Name of Issuer: FIRSTSERVICE DELAWARE, LP Description of Security: 6.40% Guaranteed Senior Secured Note due September 30, 2015 PPN: 33763@ AB 2 Due date and application (as among principal, premium and interest) of the payment being made. Address for Notices Related to Payments The Prudential Insurance Company of America c/o Prudential Investment Management, Operations & Systems Gateway Center Two, 10th Floor ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Manager, ▇▇▇▇▇▇▇▇ and Collections Fax: ▇▇▇-▇▇▇-▇▇▇▇ with a copy to: The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Managing Director Fax: ▇▇▇-▇▇▇-▇▇▇▇ with telephonic prepayment notices to: Manager, Trade Management Group Tel: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: Managing Director Fax: ▇▇▇-▇▇▇-▇▇▇▇ Signature block format THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: ________________________________ Name: Title: Vice President Instructions for Delivery of Notes The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President New York Life Insurance and Annuity Corporation By: NYL Investors LLC, its Investment Manager By: /s/ C▇▇▇▇▇, Esq. Tax Identification Number ▇▇-▇▇▇▇▇▇▇ Name in Which Note is Registered BAYSTATE INVESTMENTS, LLC Note Registration Number; Original Principal Amount R-3; US$10,950,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer Fleet Bank ABA # ▇▇▇-▇▇▇-▇▇▇ Acct. # 9429114060 Re: (See “Accompanying information” below) Accompanying Information Name of Issuer: FIRSTSERVICE DELAWARE, LP Description of Security: 6.40% Guaranteed Senior Secured Note due September 30, 2015 PPN: 33763@ AB 2 Due date and application (as among principal, premium and interest) of the payment being made. Address for Notices Related to Payments Baystate Investments, LLC ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇-▇ Mail Stop B-03-01 ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Bank Relations with telephonic prepayment notices to: Manager, Trade Management Group Tel: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ Address for All Other Notices Prudential Private Placement Investors, L.P. ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇▇▇▇▇ Senior Vice President Fax: ▇▇▇-▇▇▇-▇▇▇▇ Signature block format BAYSTATE INVESTMENTS, LLC By: Prudential Private Placement Investors, L.P., as Investment Advisor By: Prudential Private Placement Investors, Inc., General Partner By: ________________________________ Name: Title: Vice President Instructions for Delivery of Notes The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: C▇▇▇▇▇, Esq. Tax Identification Number ▇▇-▇▇▇▇▇▇▇ Name in Which Note is Registered MUTUAL OF OMAHA INSURANCE COMPANY Note Registration Number; Original Principal Amount R-4; US$4,350,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer JPMorgan Chase Bank ABA # ▇▇▇-▇▇▇-▇▇▇ Attn: Private Income Processing For credit to: Mutual of Omaha Insurance Company Account #: 900-9000200 A/C: G09587 Re: (See “Accompanying information” below) Accompanying Information Name of Issuer: FIRSTSERVICE DELAWARE, LP Description of Security: 6.40% Guaranteed Senior Secured Note due September 30, 2015 PPN: 33763@ AB 2 Due date and application (as among principal, premium and interest) of the payment being made. Address for Notices Related to Payments JPMorgan Chase Bank ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: ▇. ▇▇▇▇ Income Processing Ref: A/C: G09587 Address for All Other Notices Prudential Private Placement Investors, L.P. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇▇▇▇▇ Managing Director Fax: ▇▇▇-▇▇▇-▇▇▇▇ Other Instructions MUTUAL OF OMAHA INSURANCE COMPANY By: Prudential Private Placement Investors, L.P., as Investment Advisor By: Prudential Private Placement Investors, Inc., General Partner By: ________________________________ Name: Title: Vice President Instructions for Delivery of Notes The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director The Bank of New York Mellon, a banking corporation organized under the laws of New York, not in its individual capacity but solely as Trustee under that certain Trust Agreement dated as of July 1st, 2015 between New York Life Insurance Company, as Grantor, J▇▇▇ H▇▇▇, Esq. Tax Identification Number ▇▇-▇▇▇▇▇▇▇ Life Insurance Company (U.S.A.), as Beneficiary, JName in Which Note is Registered UNITED OF OMAHA LIFE INSURANCE COMPANY Note Registration Number; Original Principal Amount R-5; US$4,000,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer JPMorgan Chase Bank ABA # ▇▇▇-▇▇▇-▇▇▇ HAttn: Private Income Processing For credit to: United of Omaha Insurance Company Account #: 900-9000200 A/C: G09588 Re: (See “Accompanying information” below) Accompanying Information Name of Issuer: FIRSTSERVICE DELAWARE, LP Description of Security: 6.40% Guaranteed Senior Secured Note due September 30, 2015 PPN: 33763@ AB 2 Due date and application (as among principal, premium and interest) of the payment being made. Address for Notices Related to Payments JPMorgan Chase Bank ▇▇▇▇ ▇▇▇▇▇▇ Life Insurance Company of New York, as Beneficiary, and The Bank of New York Mellon, as Trustee By: New York Life Insurance Company, its attorney-in-fact By: /s/ C▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: ▇. ▇▇▇▇ Income Processing Ref: A/C: G09588 Address for All Other Notices Prudential Private Placement Investors, L.P. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇▇▇▇▇ Managing Director Fax: ▇▇▇-▇▇▇-▇▇▇▇ Signature block format UNITED OF OMAHA LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P., as Investment Advisor By: Prudential Private Placement Investors, Inc., General Partner By: ________________________________ Name: Title: Vice President Instructions for Delivery of Notes The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: C▇▇▇▇▇, Esq. Tax Identification Number ▇▇-▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Transaction References. Each Constituent The Company agrees that each of NYL Investors LLC, the Purchasers and their respective Affiliates Prudential Capital Group may (a) refer to its role in originating the purchase of the Notes from the Company, as well as the identity of such Constituent the Company and the aggregate principal amount and issue date of the Notes Notes, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium medium, and (b) display such Constituent the Company’s corporate logo in conjunction with any such reference. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Constituent CompaniesCompany, whereupon this Agreement shall become a binding agreement between you and the Constituent CompaniesCompany. Very truly yours, Education Realty Operating Partnership, LP, a Delaware limited partnership By: Education Realty OP GP, Inc., a Delaware corporation, its General Partner By: /s/ J. D▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: President & CEO The foregoing is hereby agreed to as of the date thereof. By: /s/ M▇▇▇▇▇ ▇▇▇▇▇▇▇▇ NameVice President By: J. D/s/ M▇▇▇▇▇ ▇▇▇▇▇▇▇▇ TitleVice President By: Senior Vice President, Capital Markets and Investor Relations Education Realty TrustPrudential Investment Management, Inc., a Maryland corporation investment manager By: /s/ J. DM▇▇▇▇▇ ▇▇▇▇▇▇▇▇ NameVice President By: J. DPrudential Investment Management, Inc., investment manager By: /s/ M▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Senior Vice President, Capital Markets and Investor Relations This Agreement is hereby accepted and agreed to as President [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Name in Which Notes are to be Registered THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Note Registration Numbers; Original Principal Amounts [*] Payment on Account of Notes Method: Federal Funds Wire Transfer Account Information: [*] Account No.: [*] Account No.: [*] Re: (See “Accompanying information” below) Accompanying Information Name of Company: Encore Capital Group, Inc. Description of Security: 7.75% Senior Secured Notes due 2017 PPN: [*] Each such wire transfer shall also set forth the due date hereofand application (as among principal, interest, Make-Whole Amount, if any) of the payment being made. New York Life Address for Notices Related to Payments The Prudential Insurance Company Byof America c/o Investment Operations Group Gateway Center Two, 10th Floor 1▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: /s/ CManager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, S▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-4180 Attn: Managing Director Fax: 4▇▇-▇▇▇-▇▇▇▇ Other Instructions THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: ________________________________ Name: Title: Vice President [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, S▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-4180 Attn: J▇▇▇▇ ▇. ▇▇▇▇▇ ▇, Esq. Tax Identification Number [*] [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Name in Which Notes are to be Registered PRUCO LIFE INSURANCE COMPANY Note Registration Numbers; Principal Amounts [*] Payment on Account of Note Federal Funds Wire Transfer Method [*] ABA No.: [*] Account Information Account No.: [*] Account Name: C[*] Re: (see “Accompanying Information” below) Accompanying Information Name of Company: Encore Capital Group, Inc. Description of Security: 7.75% Senior Secured Notes due 2017 PPN: [*] Each such wire transfer shall also set forth the due date and application (as among principal, interest, and Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments Pruco Life Insurance Company c/o The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 1▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, S▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-4180 Attn: Managing Director Fax: 4▇▇-▇▇▇-▇▇▇▇ Other Instructions PRUCO LIFE INSURANCE COMPANY By: ________________________________ Name: Title: Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, S▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-4180 Attn: J▇▇▇▇ ▇. ▇▇▇▇▇ Title▇, Esq. Tax Identification Number [*] [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Name in Which Notes are to be Registered PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Note Registration Numbers; Principal Amounts [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] Account No.: Vice President New York Life [*] Re: (See “Accompanying information” below) Accompanying Information Name of Company: Encore Capital Group, Inc. Description of Security: 7.75% Senior Secured Notes due 2017 PPN: [*] Each such wire transfer shall also set forth the due date and application (as among principal, interest, Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments Prudential Retirement Insurance and Annuity Corporation ByCompany c/o Prudential Investment Management, Inc. Private Placement Trade Management PRIAC Administration Gateway Center Four, 7th Floor 1▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ with telephonic prepayment notices to: NYL Investors LLCManager, its Investment Manager ByTrade Management Group Tel: /s/ C(▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Address for All Other Notices Prudential Retirement Insurance and Annuity Company c/o Prudential Capital Group Four Embarcadero Center, S▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name-4180 Attn: CManaging Director Fax: 4▇▇-▇▇▇▇▇▇-▇▇▇▇ ▇. ▇▇▇▇▇ Other Instructions PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., investment manager By: ________________________________ Name: Title: Managing Director [*] The Bank asterisk denotes that confidential portions of New York Mellon, a banking corporation organized under this exhibit have been omitted in reliance on Rule 24b-2 of the laws Securities Exchange Act of New York, not in its individual capacity but solely as Trustee under that certain Trust Agreement dated as of July 1st, 2015 between New York Life Insurance Company, as Grantor, J▇▇▇ H▇▇▇▇▇▇ Life Insurance Company (U.S.A.), as Beneficiary, J▇▇▇ H▇▇▇▇▇▇ Life Insurance Company of New York, as Beneficiary, 1934. The confidential portions have been submitted separately to the Securities and The Bank of New York Mellon, as Trustee By: New York Life Insurance Company, its attorney-in-fact By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:Exchange Commission.

Transaction References. Each Constituent The Company and the Trust each agrees that each of NYL Investors LLC, the Purchasers Prudential and their respective Affiliates Prudential Capital Group may (a) refer to its role in originating the purchase of the Notes from the Company and in establishing the Facility, as well as the identity of such Constituent the Company and the Trust, the Series A Notes, the Series B Notes, the maximum aggregate principal amount of the Shelf Notes and the date on which the Facility was established, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium and (b) display such Constituent the Company’s and/or the Trust’s corporate logo in conjunction with any such reference, subject to the Company’s and the Trust’s approval, as applicable, such approval not to be unreasonably withheld, conditioned or delayed. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Constituent CompaniesCompany, whereupon this Agreement shall become a binding agreement between you you, the Company and the Constituent CompaniesTrust. Very truly yours, Education RAMCO-▇▇▇▇▇▇▇▇▇▇ PROPERTIESRPT REALTY, L.P. By Ramco-▇▇▇▇▇▇▇▇▇▇ Properties TrustRPT Realty Operating Partnership, LP, a Delaware limited partnership By: Education Realty OP GP, Inc., a Delaware corporation, its Its General Partner By: /s/ J. DBy /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: J. D▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President, Capital Markets and Investor Relations Education Realty Trust, Inc., a Maryland corporation By: /s/ J. DChief Financial Officer RAMCO-▇▇▇▇▇▇▇▇▇▇ PROPERTIES TRUSTRPT REALTY By /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: J. D▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President, Capital Markets and Investor Relations Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. New York Life Insurance Company Prudential Investment Management, Inc. By: /s/ C▇▇▇Vice President The Prudential Insurance Company of America By: /s/ Vice President The Gibraltar Life Insurance Co., Ltd By: Prudential Investment Management Japan Co., Ltd. (as Investment Manager) By: Prudential Investment Management, Inc. (as Sub-Adviser) By: /s/ Vice President Farmers Insurance Exchange Mid Century Insurance Company ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President New York Life Insurance and Annuity Corporation By: NYL Investors LLC, its Investment Manager By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director The Bank of New York Mellon, a banking corporation organized under the laws of New York, not in its individual capacity but solely as Trustee under that certain Trust Agreement dated as of July 1st, 2015 between New York Life Insurance Company, as Grantor, J▇▇▇ H▇▇▇▇▇▇ Life Insurance Company (U.S.A.), as Beneficiary, J▇▇▇ H▇▇▇▇▇▇ Penn Life Insurance Company of New York, as Beneficiary, and York Zurich American Insurance Company American Income Life Insurance Company Family Heritage Life Insurance Company of America Liberty National Life Insurance Company The Bank Independent Order of New York Mellon, as Trustee Foresters By: New York Life Insurance CompanyPrudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its attorney-in-fact General Partner) By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account Universal Prudential Arizona Reinsurance Company By: Prudential Investment Management, Inc. (BOLI 3as Investment Manager) By: NYL Investors LLC, its Investment Manager By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:Vice President