Common use of ACKNOWLEDGEMENT AND CONSENT Clause in Contracts

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement, dated as of May 25, 2011 (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation and the other Granting Parties party thereto in favor of Deutsche Bank AG New York Branch, as Collateral Agent and Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: Name: [ ] Title: [ ] Address for Notices: [ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [ ], 20[ ], made by [ ], a [ ] corporation (the “Additional Granting Party”), in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent (in such capacity, the “Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to below, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement, dated as of May 25, 2011 (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation and the other Granting Parties party thereto in favor of Deutsche Bank AG New York Branch, as Collateral Agent and Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: Name: [ ] Title: [ ] Address for Notices: [ ] * This consent is necessary only with respect to any Issuer that which is not also a Granting Party. ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [ ], 20201[ ], made by [ ], a [ ] corporation (the “Additional Granting Party”), in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent (in such capacity, the “Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to below, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement, dated as of May 25December , 2011 2010 (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation Atkore International, Inc. and the other Granting Parties party thereto in favor of Deutsche Bank AG New York UBS AG, Stamford Branch, as Collateral Agent and Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection subsection 5.3.1 of the Agreement. The terms of Subsections subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: Name: [ ] Title: [ ] Address for Notices: [ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ANNEX 2 1 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [ ], 20[ ], made by [ ], a [ ] corporation (the “Additional Granting Party”), in favor of DEUTSCHE BANK AG NEW YORK UBS AG, STAMFORD BRANCH, as collateral agent (in such capacity, the “Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to below, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of Each September Buyer, severally, acknowledges, consents and agrees that, from and after the Guarantee and Collateral Agreement, dated as of May 25, 2011 Closing Date: (i) the “Agreement”; capitalized terms used and not otherwise defined herein Notes shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation and the other Granting Parties party thereto in favor of Deutsche Bank AG New York Branch, as Collateral Agent and Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer Permitted Indebtedness (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: Name: [ ] Title: [ ] Address for Notices: [ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [ ], 20[ ], made by [ ], a [ ] corporation (the “Additional Granting Party”September Notes), in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent (in such capacity, the “Collateral Agent”ii) and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties Registrable Securities (as defined in the Guarantee and Collateral September Registration Rights Agreement) shall include the Registrable Securities (as defined in the Registration Rights Agreement). All capitalized , (iii) the Notes shall rank pari passu with the September Notes, (iv) the Securities shall be deemed to be Excluded Securities (as defined in the September Securities Purchase Agreement) with respect to the September Securities Purchase Agreement and not with respect to any other Transaction Document (as defined in the September Purchase Agreement) and (v) solely with respect to the September Warrants, each of (A) the shares of Common Stock issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes; provided, that the terms of the Notes are not defined herein shall have amended, modified or changed on or after the meaning ascribed Closing Date (other than antidilution adjustments pursuant to them the terms thereof in such effect as of the Guarantee date hereof), and Collateral Agreement referred (B) the shares of Common Stock issuable upon exercise of the Warrants; provided, that the terms of the Warrants are not amended, modified or changed on or after the Closing Date (other than antidilution adjustments pursuant to below, or if not defined thereinthe terms thereof in effect as of the date hereof), in the Credit Agreementeach case, shall be deemed to be Excluded Securities thereunder.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the ABL Canadian Guarantee and Collateral Agreement, dated as of May 25April 12, 2011 2018 (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation and among GIENOW CANADA INC., MITTEN INC., NORTH STAR MANUFACTURING (LONDON) LTD. and the other Granting Parties party thereto in favor favour of Deutsche Bank AG New York BranchUBS AG, STAMFORD BRANCH, as Collateral Agent and Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: Name: [ [__________________] Title: [ [_______________] Address for Notices: [ [__________________] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [ [_______ __], 20[ [_], made by [ [______________________________], a [ [______________] corporation (the [each an] [the] “Additional Granting Party”), in favor favour of DEUTSCHE BANK AG NEW YORK UBS AG, STAMFORD BRANCH, as collateral agent (in such capacity, the “Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral AgreementAgreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to belowAgreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the ABL Guarantee and Collateral Agreement, dated as of May 25July 28, 2011 2015 (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation and among UNIVAR INC. and the other Granting Parties party thereto in favor of Deutsche Bank AG New York BranchBANK OF AMERICA, N.A., as Collateral Agent and U.S. Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: Name: [ ] Title: [ ] Address for Notices: [ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [ ], 20[ ], made by [ ], a [ ] corporation [(the [each an][the] “Additional Granting Party”), in favor of DEUTSCHE BANK AG NEW YORK BRANCHOF AMERICA, N.A., as collateral agent (in such capacity, the “Collateral Agent”) and as U.S. administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral AgreementAgreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to belowAgreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy Each of the undersigned Guarantors hereby (1) consents to the execution and delivery by the Borrower of the foregoing Amendment No. 6; (2) confirms and agrees that it is a Guarantor party to the Guarantee Agreement and Collateral a Grantor party to the Security Agreement and that the Guarantee Agreement, dated as the Security Agreement and the other Loan Documents to which it is a party are, and shall continue to be, in full force and effect in accordance with their respective terms, (3) agrees that the definition of May 25“Obligations” (and any other term referring to the indebtedness, 2011 (liabilities and obligations of the “Agreement”; capitalized terms used and not otherwise defined herein shall have Borrower to the meanings assigned to them Administrative Agent or any of the Lenders) in the Guarantee Agreement or and the other Loan Documents shall include the Indebtedness of the Borrower under the foregoing Amendment No. 6; (4) agrees that the definition of “Credit Agreement” in the Guarantee Agreement and the other Loan Documents to which it is a party is hereby amended to mean the Credit Agreement referred to therein, as modified by the case may beforegoing Amendment No. 6; (5) reaffirms its continuing liability under its Guarantee Agreement (as modified hereby), made by Emergency Medical Services Corporation ; (6) reaffirms all of its agreements and obligations under the other Granting Parties party thereto in favor of Deutsche Bank AG New York Branch, as Collateral Agent and Administrative Agent. The undersigned agrees for the benefit Security Documents; (7) reaffirms that all Obligations of the Collateral Agent, Borrower under or in connection with the Administrative Agent and the Lenders Credit Agreement as follows: The undersigned will be bound modified by the terms of the Agreement applicable to it foregoing Amendment No. 6 are “Obligations” as an Issuer (as that term is defined in the Agreement) Security Documents; and will comply with (8) reaffirms that all such terms insofar as such terms Obligations continue to be secured by the Security Documents, which remain in full force and effect and are applicable to the undersigned as an Issuerhereby ratified and confirmed. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the AgreementOUTLET RETAIL STORES, INC. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: Name/s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Senior Vice President and Chief Financial Officer PFALTZGRAFF FACTORY STORES, INC. By: [ ] Title/s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Senior Vice President and Chief Financial Officer SYRATECH ACQUISITION CORPORATION By: [ ] Address for Notices/s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Senior Vice President and Chief Financial Officer LTB DE MEXICO, S.A. DE C.V. By: [ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party/s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Director TMC ACQUISITION INC. ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENTBy: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Senior Vice President and Chief Financial Officer LIFETIME BRANDS AMENDMENT NO. 6 ACKNOWLEDGMENT AND CONSENT EXHIBIT A TO AMENDMENT NO. 6 SCHEDULE 2.01 Amendment No. 6 Effective Date Commitments Lender Commitment HSBC Bank USA, dated as of [ ]National Association $34,666,667 JPMorgan Chase Bank, 20[ ]N.A. $31,777,779 Citibank, made by [ ]N.A. $31,777,777 Wachovia Bank, a [ ] corporation (the “Additional Granting Party”), in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent (in such capacity, the “Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to below, or if not defined therein, in the Credit Agreement.National Association $31,777,777 TOTAL $130,000,000

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the First Lien Guarantee and Collateral Agreement, dated as of May 25January 28, 2011 2014 (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation and among PHARMEDIUM HEALTHCARE CORPORATION (as successor by merger to CDRF Merger Sub, Inc., together with its successors and assigns) and the other Granting Parties party thereto in favor of Deutsche Bank AG New York BranchJPMorgan Chase Bank, N.A., as Collateral Agent and Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: Name: [ ] Title: [ ] Address for Notices: [ ] ** This consent is necessary only with respect to any Issuer that is not also a Granting Party. ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [ ], 20[ ], made by [ ], a [ ] corporation [(the [each an][the] “Additional Granting Party”), in favor of DEUTSCHE BANK AG NEW YORK BRANCHJPMORGAN CHASE BANK, N.A., as collateral agent (in such capacity, the “Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral AgreementAgreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to belowAgreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the Cash Flow Guarantee and Collateral Agreement, dated as of May 25April 12, 2011 2018 (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation and among PISCES MIDCO, INC. and the other Granting Parties party thereto in favor of Deutsche Bank AG New York BranchJPMORGAN CHASE BANK, N.A., as Collateral Agent and Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: Name: [ [__________________] Title: [ [_______________] Address for Notices: [ [__________________] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [ [_______ __], 20[ [_], made by [ [______________________________], a [ [______________] corporation (the [each an][the] “Additional Granting Party”), in favor of DEUTSCHE BANK AG NEW YORK BRANCHJPMORGAN CHASE BANK, N.A., as collateral agent (in such capacity, the “Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral AgreementAgreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to belowAgreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the First Lien Guarantee and Collateral Agreement, dated as of May 25April 9, 2011 2014 (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation Atkore International, Inc. and the other Granting Parties party thereto in favor of Deutsche Bank DEUTSCHE BANK AG New York BranchNEW YORK BRANCH, as Collateral Agent and Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection subsection 5.3.1 of the Agreement. The terms of Subsections subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: Name: [ ] Title: [ ] Address for Notices: [ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ANNEX 1 Annex 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [ ], 20[ ], made by [ ], a [ ] corporation (the “Additional Granting Party”), in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent (in such capacity, the “Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to below, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement, dated as of May 25, 2011 [_____] (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation and among AIMMUNE THERAPEUTICS, INC., a Delaware corporation, and the other Granting Parties party thereto in favor of Deutsche Bank AG New York BranchCORTLAND CAPITAL MARKET SERVICES LLC, a Delaware limited liability company, as Collateral Agent and Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) subsection 6.3 or 6.7 of the Agreement. [NAME OF ISSUER] By: Name: [ ] __________________________ Title: [ ] _____________ Address for Notices: [ [__________________] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [ [_________], 20[ ], made by [ [_________], a [ [_______________________] corporation [corporation] (the [each an][the] “Additional Granting Party”), in favor of DEUTSCHE BANK AG NEW YORK BRANCHCORTLAND CAPITAL MARKET SERVICES LLC, a Delaware limited liability company, as collateral agent (together with its successors and permitted assigns in such capacity, the “Collateral Agent”) and as administrative agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral AgreementAgreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to belowAgreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement, dated as of May 25July 1, 2011 2015 (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation and among UNIVAR INC., UNIVAR USA INC. and the other Granting Parties party thereto in favor of Deutsche Bank AG New York BranchBANK OF AMERICA, N.A., as Collateral Agent and Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: Name: [ [_______________] Title: [ [_______________] Address for Notices: [ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [ ], 20[ ], made by [ ], a [ ] corporation [(the [each an][the] “Additional Granting Party”), in favor of DEUTSCHE BANK AG NEW YORK BRANCHOF AMERICA, N.A., as collateral agent (in such capacity, the “Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral AgreementAgreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to belowAgreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement, dated as of May 25June 12, 2011 2015 (as amended, waived, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation and the other Granting Parties party thereto in favor of Deutsche Bank AG New York BranchBNP PARIBAS S.A., as Collateral Agent and XXXXXX XXXXXXX SENIOR FUNDING, INC., as Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: :______________________________ Name: [ [__________________] Title: [ [_______________] Address for Notices: [ [__________________] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. [SIGNATURE PAGES TO GUARANTEE AND COLLATERAL AGREEMENT] ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [ [_______ __], 20[ [_], made by [ [______________________________], a [ [______________] corporation (the “Additional Granting Party”), in favor of DEUTSCHE BANK AG NEW YORK BRANCHBNP PARIBAS S.A., as collateral agent (in such capacity, the “Collateral Agent”) and XXXXXX XXXXXXX SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”) ), in each case, for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral AgreementAgreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to belowAgreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the ABL Guarantee and Collateral Agreement, dated as of May 25December 23, 2011 2013 (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation JDA HOLDING LLC (as successor by merger to CD&R Landscapes Merger Sub, Inc.), XXXX DEERE LANDSCAPES LLC (as successor by merger to CD&R Landscapes Merger Sub 2, Inc.) and the other Granting Parties party thereto in favor of Deutsche Bank AG New York BranchUBS AG, STAMFORD BRANCH, as Collateral Agent and Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: Name: [ ] Title: [ ] Address for Notices: [ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [ ], 20[ ], made by [ ], a [ ] corporation (the “Additional Granting Party”), in favor of DEUTSCHE BANK AG NEW YORK UBS AG, STAMFORD BRANCH, as collateral agent (in such capacity, the “Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the ABL Guarantee and Collateral Agreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such the ABL Guarantee and Collateral Agreement referred to below, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement, dated as of May 25June 12, 2011 2015 (as amended, waived, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation and the other Granting Parties party thereto in favor of Deutsche Bank AG New York BranchBNP PARIBAS S.A., as Collateral Agent and XXXXXX XXXXXXX SENIOR FUNDING, INC., as Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: :______________________________ Name: [ [__________________] Title: [ [_______________] Address for Notices: [ [__________________] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [ [_______ __], 20[ [_], made by [ [______________________________], a [ [______________] corporation (the “Additional Granting Party”), in favor of DEUTSCHE BANK AG NEW YORK BRANCHBNP PARIBAS S.A., as collateral agent (in such capacity, the “Collateral Agent”) and XXXXXX XXXXXXX SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”) ), in each case, for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral AgreementAgreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to belowAgreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the Second Lien Guarantee and Collateral Agreement, dated as of May 25April 9, 2011 2014 (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation Atkore International, Inc. and the other Granting Parties party thereto in favor of Deutsche Bank DEUTSCHE BANK AG New York BranchNEW YORK BRANCH, as Collateral Agent and Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection subsection 5.3.1 of the Agreement. The terms of Subsections subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: Name: [ ] Title: [ ] Address for Notices: [ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ANNEX 1 Annex 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [ ], 20[ ], made by [ ], a [ ] corporation (the “Additional Granting Party”), in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent (in such capacity, the “Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to below, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the Second Lien Guarantee and Collateral Agreement, dated as of May 25January 28, 2011 2014 (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation and among PHARMEDIUM HEALTHCARE CORPORATION (as successor by merger to CDRF Merger Sub, Inc., together with its successors and assigns) and the other Granting Parties party thereto in favor of Deutsche Bank AG New York BranchCredit Suisse AG, as Collateral Agent and Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: Name: [ ] Title: [ ] Address for Notices: [ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [ ], 20[ [_], made by [ ], a [ ] corporation [(the [each an][the] “Additional Granting Party”), in favor of DEUTSCHE BANK AG NEW YORK BRANCHCREDIT SUISSE AG, as collateral agent (in such capacity, the “Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral AgreementAgreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to belowAgreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy of the Guarantee thereof and Collateral Agreement, dated as of May 25, 2011 (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned agrees to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation and the other Granting Parties party thereto in favor of Deutsche Bank AG New York Branch, as Collateral Agent and Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by thereby and to comply with the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms thereof insofar as such terms are applicable to the undersigned as an Issuerit. The undersigned will agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 paragraph 5(i) of the Pledge Agreement. The undersigned further agrees that the terms of Subsections 6.3(cparagraph 9(c) and 6.7 of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to Subsection 6.3(c) or 6.7 arising out of paragraph 9 of the Pledge Agreement. [NAME OF ISSUER] The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations). REVLON CONSUMER PRODUCTS CORPORATION By: /s/ Xxxxxxx X. Xxxxxxx ---------------------------------------- Name: [ ] Xxxxxxx Xxxxxxx Title: [ ] Vice President Address for Notices: [ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENTc/o Revlon, dated as of [ ]Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, 20[ ], made by [ ], a [ ] corporation Xxx Xxxx 00000 Attn: Senior Vice President and General Counsel Facsimile: (the “Additional Granting Party”), in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent (in such capacity, the “Collateral Agent”000) and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to below, or if not defined therein, in the Credit Agreement.000-0000

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the Second Lien Guarantee and Collateral Agreement, dated as of May 25January 28, 2011 2014 (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation and among PHARMEDIUM HEALTHCARE CORPORATION (as successor by merger to CDRF Merger Sub, Inc., together with its successors and assigns) and the other Granting Parties party thereto in favor of Deutsche Bank AG New York BranchCredit Suisse AG, as Collateral Agent and Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: Name: [ ] Title: [ ] Address for Notices: [ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [ ], 20[ ], made by [ ], a [ ] corporation [(the [each an][the] “Additional Granting Party”), in favor of DEUTSCHE BANK AG NEW YORK BRANCHCREDIT SUISSE AG, as collateral agent (in such capacity, the “Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral AgreementAgreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to belowAgreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy Each of the undersigned Guarantors hereby (1) consents to the execution and delivery by the Borrower of the foregoing Amendment No. 7; (2) confirms and agrees that it is a Guarantor party to the Guarantee Agreement and Collateral a Grantor party to the Security Agreement and that the Guarantee Agreement, dated as the Security Agreement and the other Loan Documents to which it is a party are, and shall continue to be, in full force and effect in accordance with their respective terms, (3) agrees that the definition of May 25“Obligations” (and any other term referring to the indebtedness, 2011 (liabilities and obligations of the “Agreement”; capitalized terms used and not otherwise defined herein shall have Borrower to the meanings assigned to them Administrative Agent or any of the Lenders) in the Guarantee Agreement or and the other Loan Documents shall include the Indebtedness of the Borrower under the foregoing Amendment No. 7; (4) agrees that the definition of “Credit Agreement” in the Guarantee Agreement and the other Loan Documents to which it is a party is hereby amended to mean the Credit Agreement referred to therein, as modified by the case may beforegoing Amendment No. 7; (5) reaffirms its continuing liability under its Guarantee Agreement (as modified hereby), made by Emergency Medical Services Corporation ; (6) reaffirms all of its agreements and obligations under the other Granting Parties party thereto in favor of Deutsche Bank AG New York Branch, as Collateral Agent and Administrative Agent. The undersigned agrees for the benefit Security Documents; (7) reaffirms that all Obligations of the Collateral Agent, Borrower under or in connection with the Administrative Agent and the Lenders Credit Agreement as follows: The undersigned will be bound modified by the terms of the Agreement applicable to it foregoing Amendment No. 7 are “Obligations” as an Issuer (as that term is defined in the Agreement) Security Documents; and will comply with (8) reaffirms that all such terms insofar as such terms Obligations continue to be secured by the Security Documents, which remain in full force and effect and are applicable to the undersigned as an Issuerhereby ratified and confirmed. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the AgreementOUTLET RETAIL STORES, INC. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: Name/s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Senior Vice President and Chief Financial Officer PFALTZGRAFF FACTORY STORES, INC. By: [ ] Title/s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Senior Vice President and Chief Financial Officer SYRATECH ACQUISITION CORPORATION By: [ ] Address for Notices/s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Senior Vice President and Chief Financial Officer LTB DE MEXICO, S.A. DE C.V. By: [ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party/s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Director TMC ACQUISITION INC. ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [ ], 20[ ], made by [ ], a [ ] corporation (the “Additional Granting Party”), in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent (in such capacity, the “Collateral Agent”) By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Senior Vice President and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to below, or if not defined therein, in the Credit Agreement.Chief Financial Orficer

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the Term Loan Guarantee and Collateral Agreement, dated as of May 25December 23, 2011 2013 (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation JDA HOLDING LLC (as successor by merger to CD&R Landscapes Merger Sub, Inc.), XXXX DEERE LANDSCAPES LLC (as successor by merger to CD&R Landscapes Merger Sub 2, Inc.) and the other Granting Parties party thereto in favor of Deutsche Bank AG New York BranchING CAPITAL LLC, as Collateral Agent and Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: Name: [ ] Title: [ ] Address for Notices: [ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [ ], 20[ ], made by [ ], a [ ] corporation (the “Additional Granting Party”), in favor of DEUTSCHE BANK AG NEW YORK BRANCHING CAPITAL LLC, as collateral agent (in such capacity, the “Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Term Loan Guarantee and Collateral Agreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Term Loan Guarantee and Collateral Agreement referred to below, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the ABL U.S. Guarantee and Collateral Agreement, dated as of May 25April 12, 2011 2018 (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation and among PISCES MIDCO, INC. and the other Granting Parties party thereto in favor of Deutsche Bank AG New York BranchUBS AG, STAMFORD BRANCH, as Collateral Agent and Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: ______________________________ Name: [ [__________________] Title: [ [_______________] Address for Notices: [ [__________________] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [ [_______ __], 20[ [_], made by [ [______________________________], a [ [______________] corporation (the [each an] [the] “Additional Granting Party”), in favor of DEUTSCHE BANK AG NEW YORK UBS AG, STAMFORD BRANCH, as collateral agent (in such capacity, the “Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral AgreementAgreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to belowAgreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the ABL Guarantee and Collateral Agreement, dated as of May 25February 8, 2011 2018 (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation NCI GROUP, INC., RXXXXXXXX-CECO II CORPORATION, NCI BUILDING SYSTEMS, INC. and the other Granting Parties party thereto in favor of Deutsche Bank AG New York BranchWXXXX FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent and Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: Name: [ [__________________] Title: [ [_______________] Address for Notices: [ [__________________] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [ [_______ __], 20[ [_], made by [ [______________________________], a [ [______________] corporation (the [each an] [the] “Additional Granting Party”), in favor of DEUTSCHE BANK AG NEW YORK BRANCHWXXXX FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral AgreementAgreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to belowAgreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement, dated as of May 25November 27, 2011 2006 (the “"Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be"), made by Emergency Medical Services Corporation and the other Granting Parties party thereto in favor for the benefit of Deutsche Bank AG AG, New York Branch, as Collateral Agent and Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuerundersigned. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection subsection 5.3.1 of the Agreement. The terms of Subsections subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: ------------------------------------ Name: [ ] ---------------------------------- Title: [ ] --------------------------------- Address for Notices: [ ] ---------------------------------------- ---------------------------------------- ---------------------------------------- Fax: ----------------------------------- ---------- * This consent is necessary only with respect to any Issuer that which is not also a Granting Party. ANNEX 2 to Guarantee and Collateral Agreement ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [ ]__________ __, 20[ ]____, made by [ ]_____________________________, a [ ] ___________ corporation (the “"Additional Granting Party”"), in favor of DEUTSCHE BANK AG AG, NEW YORK BRANCH, as collateral agent Collateral Agent (in such capacity, the “"Collateral Agent”") and as administrative agent Administrative Agent (in such capacity, the “"Administrative Agent”") for the banks and other financial institutions (the "Lenders") from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreementbelow). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to below, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the First Lien Guarantee and Collateral Agreement, dated as of May 25January 28, 2011 2014 (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation and among PHARMEDIUM HEALTHCARE CORPORATION (as successor by merger to CDRF Merger Sub, Inc., together with its successors and assigns) and the other Granting Parties party thereto in favor of Deutsche Bank AG New York BranchJPMorgan Chase Bank, N.A., as Collateral Agent and Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: Name: [ ] Title: [ ] Address for Notices: [ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [ ], 20[ [_], made by [ ], a [ ] corporation [(the [each an][the] “Additional Granting Party”), in favor of DEUTSCHE BANK AG NEW YORK BRANCHJPMORGAN CHASE BANK, N.A., as collateral agent (in such capacity, the “Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral AgreementAgreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to belowAgreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy Each of the undersigned Guarantors hereby (1) consents to the execution and delivery by the Borrower of the foregoing Amendment No. 1; (2) confirms and agrees that it is a Guarantor party to the Guarantee Agreement and Collateral Agreementis a Grantor party to the Security Agreement and that the Loan Documents to which it is a party are, dated as and shall continue to be, in full force and effect in accordance with their respective terms, (3) agrees that the definition of May 25“Obligations” (and any other term referring to the indebtedness, 2011 (liabilities and obligations of the “Agreement”; capitalized terms used and not otherwise defined herein shall have Borrower to the meanings assigned to them Administrative Agent or any of the Lenders) in the Guarantee Agreement or and the other Loan Documents to which it is a party shall include the Indebtedness of the Borrower under the foregoing Amendment; (4) agrees that the definition of “Credit Agreement” in the Guarantee Agreement and the other Loan Documents to which it is a party is hereby amended to mean the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation and the other Granting Parties party thereto in favor of Deutsche Bank AG New York Branch, as Collateral Agent and Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound modified by the terms of foregoing Amendment No. 1; (5) reaffirms its continuing liability under the Guarantee Agreement applicable to which it as an Issuer is a party (as defined modified hereby); (6) reaffirms all of its agreements and obligations under the Loan Documents to which it is a party; and (7) reaffirms that all such Obligations continue to be secured by the Security Documents, which remain in the Agreement) full force and will comply with such terms insofar as such terms effect and are applicable to the undersigned as an Issuerhereby ratified and confirmed. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] XXXXXX LIGHTSPEED CORPORATION By: Name/s/ XXXX X. X’XXXXXX Xxxx X. X’Xxxxxx, Vice President COMPUTER ACCESS TECHNOLOGY CORPORATION By: [ ] Title/s/ XXXX X. X’XXXXXX Xxxx X. X’Xxxxxx, Vice President CATALYST ENTERPRISES, INC. By: [ ] Address for Notices/s/ XXXX X. X’XXXXXX Xxxx X. X’Xxxxxx, Vice President BOGATIN ENTERPRISES LLC By: [ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [ ], 20[ ], made by [ ], a [ ] corporation (the “Additional Granting Party”), in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent (in such capacity, the “Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to below, or if not defined therein, in the Credit Agreement./s/ XXXX X. X’XXXXXX

ACKNOWLEDGEMENT AND CONSENT. The undersigned Issuers referred to in the foregoing Company Pledge Agreement hereby acknowledges acknowledge receipt of a copy of the Guarantee thereof and Collateral Agreement, dated as of May 25, 2011 (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned agree to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation and the other Granting Parties party thereto in favor of Deutsche Bank AG New York Branch, as Collateral Agent and Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by thereby and to comply with the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms thereof insofar as such terms are applicable to the undersigned as an Issuerit. The undersigned will Issuers agree to notify the Collateral Administrative Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 paragraph 6(a) of the Company Pledge Agreement. The undersigned Issuers further agree that the terms of Subsections 6.3(cparagraph 10(c) and 6.7 of the Company Pledge Agreement shall apply to itthem, mutatis mutandisMUTATIS MUTANDIS, with respect to all actions that may be required of it them under or pursuant to Subsection 6.3(c) or 6.7 arising out of paragraph 10 of the Company Pledge Agreement. [NAME OF ISSUER______________________________________] [______________________________________] By: --------------------------------------- Title: ACKNOWLEDGEMENT AND CONSENT The undersigned limited liability companies (the "LLCs") referred to in the foregoing Company Pledge Agreement, hereby acknowledge receipt of a copy thereof and agree to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The LLCs also agree, if an Event of Default shall have occurred and be continuing, at the request of the Administrative Agent delivered in writing to the LLCs and the Pledgor, to make all payments due to Pledgor in its capacity as a member of each LLC, to The Chase Manhattan Bank, as Administrative Agent, until notified by the Administrative Agent that all Obligations have been paid in full, no Letters of Credit are outstanding or not fully cash collateralized and the Commitments are terminated or that the Event of Default is no longer continuing. The LLCs further agree that the Administrative Agent will not have any of the obligations of a member of any of the LLCs. _____ __, ____ [LIST OF LLCS] By:________________________________ Name: [ ] Title: [ Exhibit A to Company Pledge Agreement _____ __, 200__ __________________, LLC [address] Address for NoticesGentlemen: [ ] * This consent is necessary only with respect Citadel Broadcasting Company ("Pledgor") hereby instructs ____________________, LLC to any Issuer that is not also a Granting Party. ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENTregister the pledge of its membership interest in ________________, LLC in favor of The Chase Manhattan Bank, as Administrative Agent, pursuant to the Company Pledge Agreement, dated as of [ ]________, 20[ ]____, made by [ ], a [ ] corporation (the “Additional Granting Party”), in favor of DEUTSCHE BANK AG NEW YORK BRANCHbetween Pledgor and The Chase Manhattan Bank, as collateral agent (in such capacity, the “Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for . Very truly yours, CITADEL BROADCASTING COMPANY By ___________________________ Title: cc: The Chase Manhattan Bank, as Administrative Agent Exhibit B to Company Pledge Agreement___ ______ __, 200_ To: The Chase Manhattan Bank, as Administrative Agent 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 This statement is to advise you that a pledge of the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined following uncertificated security has been registered in the Guarantee and Collateral Agreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to belowname of The Chase Manhattan Bank, or if not defined thereinas Administrative Agent, in the Credit Agreement.as follows:

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement, dated as of May 25July 1, 2011 2015 (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation and among UNIVAR INC., UNIVAR USA INC. and the other Granting Parties party thereto in favor of Deutsche Bank AG New York BranchBANK OF AMERICA, N.A., as Collateral Agent and Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: Name: [ [________________] Title: [ ] [________________]` Address for Notices: [ [__________________] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. Annex 1-1 ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [ [______________], 20[ [_], made by [ [_____________], a [ [______________________] corporation [(the [each an][the] “Additional Granting Party”), in favor of DEUTSCHE BANK AG NEW YORK BRANCHOF AMERICA, N.A., as collateral agent (in such capacity, the “Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral AgreementAgreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to belowAgreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned Safety-Kleen Corp. whose common stock is pledged pursuant to the Acquisition Corp. Pledge Agreement, dated as of April 3, 1998 (the "Pledge Agreement"), made by LES Acquisition, Inc. in favor of the General Administrative Agent, hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement, dated as of May 25, 2011 (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation and the other Granting Parties party thereto in favor of Deutsche Bank AG New York Branch, as Collateral Agent and Administrative Agentthereof. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral General Administrative Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of Subsections 6.3(cparagraph 9(c) and 6.7 of the Pledge Agreement shall apply to it, mutatis mutandisMUTATIS MUTANDIS, with respect to all actions that may be required of it under or pursuant to Subsection 6.3(c) or 6.7 arising out of Section 10 of the Pledge Agreement. [NAME OF ISSUER] SAFETY-KLEEN CORP. By: Name: [ ] _________________________ Title: [ ] Address for Notices: [ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ANNEX 2 ASSUMPTION Assistant General Counsel and Secretary PLEDGE AGREEMENT ASSUMPTION AGREEMENTSUPPLEMENT PLEDGE AGREEMENT SUPPLEMENT, dated as of [ ]April 7, 20[ ]1998 (this "SUPPLEMENT"), made by [ ]LES ACQUISITION, a [ ] corporation INC. (the “Additional Granting Party”"PLEDGOR"), in favor of DEUTSCHE BANK AG NEW YORK BRANCHTORONTODOMINION (TEXAS), INC., as collateral agent General Administrative Agent (in such capacitythe "GENERAL ADMINISTRATIVE AGENT"), under the Amended and Restated Credit Agreement, dated as of April 3, 1998 (as amended, supplemented or otherwise modified from time to time, the “Collateral Agent”"CREDIT AGREEMENT"), with LES Inc., a Delaware corporation (the "COMPANY"), and Xxxxxxx Environmental Services (Canada) and as administrative agent Ltd., a Canadian corporation (in such capacitythe "CANADIAN BORROWER"; together with the Company, the “Administrative Agent”) for "BORROWERS"), the several banks and other financial institutions from time to time parties to thereto (the Credit Agreement referred to below "Lenders"), the General Administrative Agent, The Toronto-Dominion Bank, as Canadian Administrative Agent, TD Securities (USA) Inc., as Arranger, and the other Secured Parties (as defined in the Guarantee Managing Agents, Co-Documentation Agents and Collateral Agreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to below, or if not defined Syndication Agents identified therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the Term Loan Guarantee and Collateral Agreement, dated as of May 25February 8, 2011 2018 (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation and among NCI BUILDING SYSTEMS, INC. and the other Granting Parties party thereto in favor of Deutsche Bank AG New York BranchCREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent and Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: Name: [ [__________________] Title: [ [_______________] Address for Notices: [ [__________________] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [ [_______ __], 20[ [_], made by [ [______________________________], a [ [______________] corporation (the [each an][the] “Additional Granting Party”), in favor of DEUTSCHE BANK AG NEW YORK CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as collateral agent (in such capacity, the “Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral AgreementAgreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to belowAgreement, or if not defined therein, in the Credit Agreement.