Common use of FORM OF ASSIGNMENT AND ACCEPTANCE Clause in Contracts

FORM OF ASSIGNMENT AND ACCEPTANCE. Reference is made to that certain Credit Agreement, dated as of July 2, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein without definitions shall have the meanings ascribed thereto in the Credit Agreement), by and among ZAYO GROUP, LLC, a Delaware limited liability company (the “Administrative Borrower”), ZAYO CAPITAL, INC., a Delaware corporation (“Zayo Capital”; and together with Administrative Borrower, each, individually a “Borrower” and, collectively, the “Borrowers”), the Persons party thereto from time to time as Guarantors, the financial institutions party thereto from time to time as lender (the “Lenders”), SUNTRUST BANK, as the Issuing Bank, SUNTRUST BANK, as the Collateral Agent, XXXXXX XXXXXXX SENIOR FUNDING, INC., as administrative agent for the Term Loan Facility (in such capacity, the “Term Facility Administrative Agent”), and SUNTRUST BANK, as the administrative agent for the Revolving Loan Facility (in such capacity, the “Revolving Facility Administrative Agent” and, together with the Term Facility Administrative Agent, each, individually an “Administrative Agent” and, collectively, the “Administrative Agents”). The “Assignor” and the “Assignee” referred to on Schedule 1 agree as follows: The Assignor hereby sells and assigns to the Assignee without recourse, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor’s rights and obligations under the Credit Agreement as of the date hereof equal to the percentage interest specified on Schedule 1 of all outstanding rights and obligations under the Credit Agreement. After giving effect to such sale and assignment, the Assignee’s Commitment and the amount of the Loans owing to the Assignee will be as set forth on Schedule 1.

FORM OF ASSIGNMENT AND ACCEPTANCE. Reference This Assignment and Acceptance (the “Assignment and Acceptance”) is made to that certain Credit Agreement, dated as of July 2the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, 2012 an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein without definitions shall have the meanings ascribed thereto in the Credit Agreement), receipt of a copy of which is hereby acknowledged by and among ZAYO GROUP, LLC, a Delaware limited liability company (the “Administrative Borrower”), ZAYO CAPITAL, INC., a Delaware corporation (“Zayo Capital”; and together with Administrative Borrower, each, individually a “Borrower” and, collectively, the “Borrowers”), the Persons party thereto from time to time as Guarantors, the financial institutions party thereto from time to time as lender (the “Lenders”), SUNTRUST BANK, as the Issuing Bank, SUNTRUST BANK, as the Collateral Agent, XXXXXX XXXXXXX SENIOR FUNDING, INC., as administrative agent for the Term Loan Facility (in such capacity, the “Term Facility Administrative Agent”), and SUNTRUST BANK, as the administrative agent for the Revolving Loan Facility (in such capacity, the “Revolving Facility Administrative Agent” and, together with the Term Facility Administrative Agent, each, individually an “Administrative Agent” and, collectively, the “Administrative Agents”)[the][each] Assignee. The “Assignor” Standard Terms and the “Assignee” referred Conditions set forth in Annex 1 attached hereto are hereby agreed to on Schedule 1 agree and incorporated herein by reference and made a part of this Assignment and Acceptance as follows: The if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee without recourseAssignee][the respective Assignees], and the [the][each] Assignee hereby irrevocably purchases and assumes from [the AssignorAssignor][the respective Assignors], an interest subject to and in accordance with the Standard Terms and to Conditions and the Assignor’s Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement as of the date hereof equal and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest specified on Schedule 1 identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any swingline loans included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). After giving effect to Each such sale and assignmentassignment is without recourse to [the][any] Assignor and, the Assignee’s Commitment except as expressly provided in this Assignment and the amount of the Loans owing to the Assignee will be as set forth on Schedule 1Acceptance, without representation or warranty by [the][any] Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. Reference is made to that certain Credit Agreement, the Master Repurchase Agreement dated as of July 2August 21, 2012 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Repurchase Agreement”; capitalized terms used herein without definitions shall have the meanings ascribed thereto in the Credit Agreement), ) by and among ZAYO GROUPbetween PennyMac Loan Services, LLC, a Delaware limited liability company (the “Administrative BorrowerSeller”)) and Deutsche Bank AG, ZAYO CAPITAL, INC., a Delaware corporation (“Zayo Capital”; and together with Administrative Borrower, each, individually a “Borrower” and, collectively, the “Borrowers”), the Persons party thereto from time to time as Guarantors, the financial institutions party thereto from time to time as lender Cayman Islands Branch (the “Lenders”), SUNTRUST BANK, as the Issuing Bank, SUNTRUST BANK, as the Collateral Agent, XXXXXX XXXXXXX SENIOR FUNDING, INC., as administrative agent for the Term Loan Facility (in such capacity, the “Term Facility Administrative Agent”), and SUNTRUST BANK, as the administrative agent for the Revolving Loan Facility (in such capacity, the “Revolving Facility Administrative Agent” and, together with the Term Facility Administrative Agent, each, individually an “Administrative Agent” and, collectively, the “Administrative AgentsBuyer”). The Capitalized terms not otherwise defined herein shall have the same meanings as specified therefor in the Repurchase Agreement. Each “Assignor” referred to on Schedule I hereto (each, an “Assignor”) and the each “Assignee” referred to on Schedule 1 agree I hereto (each an “Assignee”) hereby agrees severally with respect to all information relating to it and its assignment hereunder and on Schedule I hereto as follows: The Subject to the provisions of Section 14.05 of the Repurchase Agreement, such Assignor hereby sells and assigns assigns, without recourse except as to the Assignee without recourserepresentations and warranties made by it herein, to such Assignee, and the such Assignee hereby purchases and assumes from the such Assignor, an interest in and to the such Assignor’s rights and obligations under the Credit Repurchase Agreement as of the date hereof Effective Date (as hereinafter defined) equal to the percentage interest specified on Schedule 1 I hereto of all outstanding rights and obligations under the Credit Agreement. After giving effect to such sale and assignmentRepurchase Agreement (collectively, the Assignee’s Commitment and the amount of the Loans owing to the Assignee will be as set forth on Schedule 1.“Assigned Interests”). Such Assignor:

FORM OF ASSIGNMENT AND ACCEPTANCE. [Date] Reference is made to that certain Credit Agreement, the Term Loan Agreement dated as of July 2September 22, 2012 2016 (as amended, restated, supplemented or otherwise modified from time to timeamended and in effect on the date hereof, the “Credit Agreement”; capitalized terms used herein without definitions shall have the meanings ascribed thereto in the Credit Agreement), by and among ZAYO GROUP, LLCAtmos Energy Corporation, a Delaware limited liability company (the “Administrative Borrower”), ZAYO CAPITAL, INC., a Delaware corporation (“Zayo Capital”; Texas and together with Administrative Borrower, each, individually a “Borrower” and, collectivelyVirginia corporation, the “Borrowers”), the Persons party thereto lenders from time to time as Guarantors, the financial institutions party thereto from time to time and Branch Banking and Trust Company, as lender Administrative Agent for such lenders. Terms defined in the Credit Agreement are used herein with the same meanings. [Name of Assignor] (the “LendersAssignor”)) hereby sells and assigns, SUNTRUST BANKwithout recourse, as the Issuing Bank, SUNTRUST BANK, as the Collateral Agent, XXXXXX XXXXXXX SENIOR FUNDING, INC., as administrative agent for the Term Loan Facility to [name of Assignee] (in such capacity, the “Term Facility Administrative Agent”), and SUNTRUST BANK, as the administrative agent for the Revolving Loan Facility (in such capacity, the “Revolving Facility Administrative Agent” and, together with the Term Facility Administrative Agent, each, individually an “Administrative Agent” and, collectively, the “Administrative Agents”). The “Assignor” and the “Assignee” referred to on Schedule 1 agree as follows: The Assignor hereby sells and assigns to the Assignee without recourse”), and the Assignee hereby purchases and assumes assumes, without recourse, from the Assignor, an interest effective as of the Assignment Date set forth below, the interests set forth below (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement as Agreement, including, without limitation, the Commitment of the date hereof equal Assignor on the Assignment Date and Credit Exposure owing to the percentage Assignor which are outstanding on the Assignment Date, but excluding accrued interest specified on Schedule 1 and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of all outstanding a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. After giving effect This Assignment and Acceptance is being delivered to such sale the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.17(e) of the Credit Agreement, duly completed and assignment, executed by the Assignee’s Commitment , and (ii) if the amount Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee shall pay the fee payable to the Administrative Agent pursuant to Section 9.4(b)(iv) of the Loans owing to the Assignee will be as set forth on Schedule 1Credit Agreement.

FORM OF ASSIGNMENT AND ACCEPTANCE. Reference is made to that certain the Amended and Restated Warehousing Credit Agreement, and Security Agreement dated as of July 2May 30, 2012 2008 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein without definitions shall have the meanings ascribed thereto in the Credit Agreement), by and among ZAYO GROUP, LLC, a Delaware limited liability company (the “Administrative Borrower”), ZAYO CAPITAL, CENTERLINE MORTGAGE CAPITAL INC. AND CENTERLINE MORTGAGE PARTNERS INC., a Delaware corporation (“Zayo Capital”; and together with Administrative Borrower, each, individually a “Borrower” and, collectively, the “Borrowers”), BANK OF AMERICA, N.A., and the Persons party thereto other entities from time to time parties thereto as Guarantorslenders (collectively, the financial institutions party thereto from time to time as lender (the “Lenders”), SUNTRUST BANKand BANK OF AMERICA, N.A., as the Issuing Bank, SUNTRUST BANK, as the Collateral Agent, XXXXXX XXXXXXX SENIOR FUNDING, INC., as administrative agent for the Term Loan Facility Lenders (in such capacity, the “Term Facility Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and SUNTRUST BANK, as used herein shall have the administrative agent for meanings given to them in the Revolving Loan Facility Credit Agreement. __________ (in such capacity, the “Revolving Facility Administrative Agent” and, together with the Term Facility Administrative Agent, each, individually an “Administrative Agent” and, collectively, the “Administrative AgentsAssignor”). The “Assignor” ) and __________ (the “Assignee” referred to on Schedule 1 ”) agree as follows: The Assignor hereby irrevocably sells and assigns to the Assignee without recourserecourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Assignment Effective Date (as defined below), an interest (the “Assigned Interest”), as specified on SCHEDULE 1, in and to the Assignor’s rights and obligations under the Credit Agreement with respect to the credit facilities contained in the Credit Agreement as are set forth on SCHEDULE 1 (individually, an “Assigned Facility”; collectively, the “Assigned Facilities”), in a principal amount for each Assigned Facility as set forth on SCHEDULE 1. The Assignor (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant thereto, other than that the Assignor has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim; and (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower, any of its Affiliates, or any other obligor or the performance or observance by Borrower, any of its Affiliates, or any other obligor of any of their respective obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Credit Agreement, together with copies of such of the financial statements delivered pursuant to Section 6.2 thereof as it has requested and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor, the Agent, or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. The effective date of this Assignment and Acceptance shall be __________ _____, ________ (the “Assignment Effective Date”). Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance by it and recording by the Agent pursuant to the Credit Agreement, effective as of the Assignment Effective Date (which shall not, unless otherwise agreed to by the Agent, be earlier than five Domestic Business Days after the date hereof equal of such acceptance and recording by the Agent). Upon such acceptance and recording, from and after the Assignment Effective Date, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the percentage interest specified on Schedule 1 Assignee whether such amounts have accrued prior to the Assignment Effective Date or accrue subsequent to the Assignment Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Agent for periods prior to the Assignment Effective Date or with respect to the making of all outstanding this assignment directly between themselves. From and after the Assignment Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the other Loan Documents and shall be bound by the provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. After This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York without giving effect to such sale provisions or principles thereof relating to conflict of laws or choice of law. This Assignment and assignmentAcceptance may be executed by one or more of the parties to this Assignment and Acceptance on any number of separate counterparts (including by facsimile transmission), the Assignee’s Commitment and all of said counterparts taken together shall be deemed to constitute one and the amount of the Loans owing to the Assignee will be as set forth on Schedule 1same instrument.

FORM OF ASSIGNMENT AND ACCEPTANCE. This ASSIGNMENT AND ACCEPTANCE (this “Assignment and Acceptance”) is made and entered into as of [date to be supplied] (the “Assignment Date”), by and between [name of assignor] (the “Assignor”) and [name of assignee] (the “Assignee”). Reference is made to that certain the Amended and Restated Credit Agreement, dated as of July 2September 1, 2012 2011 (as amended, restated, supplemented or otherwise modified from time to timeamended and in effect on the date hereof, the “Credit Agreement”; capitalized terms used herein without definitions shall have the meanings ascribed thereto in the Credit Agreement), by and among ZAYO GROUPXxxxxxx Furniture Companies, LLCInc., a Delaware limited liability company (the “Administrative Borrower”), ZAYO CAPITAL, INC., a Delaware corporation (“Zayo Capital”; and together with Administrative Borrower, each, individually a “Borrower” and, collectivelyMaryland corporation, the “Borrowers”)other Credit Parties party thereto, the Persons party thereto lenders from time to time as Guarantors, the financial institutions party thereto from time to time as lender (the “Lenders”), SUNTRUST BANKand SunTrust Bank, as the Issuing Bank, SUNTRUST BANK, as Administrative Agent for such lenders. Terms defined in the Collateral Agent, XXXXXX XXXXXXX SENIOR FUNDING, INC., as administrative agent for the Term Loan Facility (in such capacity, the “Term Facility Administrative Agent”), and SUNTRUST BANK, as the administrative agent for the Revolving Loan Facility (in such capacity, the “Revolving Facility Administrative Agent” and, together Credit Agreement are used herein with the Term Facility Administrative Agent, each, individually an “Administrative Agent” and, collectively, the “Administrative Agents”)same meanings. The “Assignor” and the “Assignee” referred to on Schedule 1 agree as follows: The Assignor hereby sells and assigns assigns, without recourse, to the Assignee without recourseAssignee, and the Assignee hereby purchases and assumes assumes, without recourse, from the Assignor, an interest effective as of the Effective Date set forth below, the interests set forth below (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement as Agreement, including, without limitation, the interests set forth below in the Revolving Loan Commitment and Revolving Credit Exposure of the date hereof equal Assignor on the Assignment Date and the Loans owing to the percentage Assignor which are outstanding on the Assignment Date, together with, if applicable, the Letter of Credit Commitments of the Assignor on the Assignment Date, but excluding accrued interest specified on Schedule 1 and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of all outstanding a copy of the Credit Agreement. From and after the Effective Date, (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. After giving effect This Assignment and Acceptance is being delivered to such sale the Administrative Agent together with (i) any documentation required to be delivered by the Assignee pursuant to Section 2.18(e) of the Credit Agreement, duly completed and assignment, executed by the Assignee’s Commitment , and (ii) if the amount Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee shall pay the fee payable to the Administrative Agent pursuant to Section 11.5(b) of the Loans owing to the Assignee will be as set forth on Schedule 1Credit Agreement.

FORM OF ASSIGNMENT AND ACCEPTANCE. THIS ASSIGNMENT AND ACCEPTANCE (this “Assignment and Acceptance”) is made and entered into as of [ ], by and between [name of assignor] (the “Assignor”) and [name of assignee] (the “Assignee”). Reference is made to that certain Credit the Term Loan Agreement, dated as of July 2[1], 2012 (2013, as the same may be amended, restated, supplemented or otherwise modified from time to timetime and in effect on the date hereof, the “Credit Agreement”; capitalized terms used herein without definitions shall have the meanings ascribed thereto in the Credit Agreement), by and among ZAYO GROUPTC PipeLines, LLCLP, a Delaware limited liability company (the “Administrative Borrower”), ZAYO CAPITAL, INC., a Delaware corporation (“Zayo Capital”; and together with Administrative Borrower, each, individually a “Borrower” and, collectivelypartnership, the “Borrowers”), the Persons party thereto Lenders from time to time as Guarantors, the financial institutions party thereto from time to time as lender (the “Lenders”), SUNTRUST BANKand SunTrust Bank, as the Issuing Bank, SUNTRUST BANK, as the Collateral Agent, XXXXXX XXXXXXX SENIOR FUNDING, INC., as administrative agent for the Term Loan Facility (in such capacity, the “Term Facility Administrative Agent”), and SUNTRUST BANK, as . Terms defined in the administrative agent for the Revolving Loan Facility (in such capacity, the “Revolving Facility Administrative Agent” and, together Credit Agreement are used herein with the Term Facility Administrative Agent, each, individually an “Administrative Agent” and, collectively, the “Administrative Agents”)same meanings. The “Assignor” and the “Assignee” referred to on Schedule 1 agree as follows: The Assignor hereby sells and assigns assigns, without recourse, to the Assignee without recourseAssignee, and the Assignee hereby purchases and assumes assumes, without recourse, from the Assignor, an interest effective as of the Effective Date set forth below, the interests set forth below (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement as Agreement, including, without limitation, the interests set forth below in the Term Loans of the date hereof equal Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date, (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the percentage interest specified on Schedule 1 extent of all outstanding the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. After giving effect This Assignment and Acceptance is being delivered to such sale the Administrative Agent together with (i) any documentation required to be delivered by the Assignee pursuant to Section 2.14(g) of the Credit Agreement, duly completed and assignment, executed by the Assignee’s Commitment , and (ii) if the amount Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee shall pay the processing and recordation fee payable to the Administrative Agent pursuant to Section 10.4(b) of the Loans owing to the Assignee will be as set forth on Schedule 1Credit Agreement.

FORM OF ASSIGNMENT AND ACCEPTANCE. [date to be supplied] Reference is made to that certain the Credit Agreement, Agreement dated as of July 2December 22, 2012 2008 (as amended, restated, supplemented or otherwise modified from time to timeamended and in effect on the date hereof, the “Credit Agreement”; capitalized terms used herein without definitions shall have the meanings ascribed thereto in the Credit Agreement), by and among ZAYO GROUPXxxxxxx Furniture Companies, LLCInc., a Delaware limited liability company (the “Administrative Borrower”), ZAYO CAPITAL, INC., a Delaware corporation (“Zayo Capital”; and together with Administrative Borrower, each, individually a “Borrower” and, collectivelyMaryland corporation, the “Borrowers”)other Credit Parties party thereto, the Persons party thereto lenders from time to time as Guarantors, the financial institutions party thereto from time to time and SunTrust Bank, as lender Administrative Agent for such lenders, Issuing Bank and Swing Bank. Terms defined in the Credit Agreement are used herein with the same meanings. The [name of assignor] (the “LendersAssignor”)) hereby sells and assigns, SUNTRUST BANKwithout recourse, as the Issuing Bank, SUNTRUST BANK, as the Collateral Agent, XXXXXX XXXXXXX SENIOR FUNDING, INC., as administrative agent for the Term Loan Facility to [name of assignee] (in such capacity, the “Term Facility Administrative Agent”), and SUNTRUST BANK, as the administrative agent for the Revolving Loan Facility (in such capacity, the “Revolving Facility Administrative Agent” and, together with the Term Facility Administrative Agent, each, individually an “Administrative Agent” and, collectively, the “Administrative Agents”). The “Assignor” and the “Assignee” referred to on Schedule 1 agree as follows: The Assignor hereby sells and assigns to the Assignee without recourse”), and the Assignee hereby purchases and assumes assumes, without recourse, from the Assignor, an interest effective as of the Assignment Date set forth below, the interests set forth below (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement as Agreement, including, without limitation, the interests set forth below in the Revolving Loan Commitment and Revolving Credit Exposure of the date hereof equal Assignor on the Assignment Date and the Loans owing to the percentage Assignor which are outstanding on the Assignment Date, together with, if applicable, the Letter of Credit Commitments of the Assignor on the Assignment Date, but excluding accrued interest specified on Schedule 1 and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of all outstanding a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. After giving effect This Assignment and Acceptance is being delivered to such sale the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.8(b)(v) of the Credit Agreement, duly completed and assignment, executed by the Assignee’s Commitment , and (ii) if the amount Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee shall pay the fee payable to the Administrative Agent pursuant to Section 11.5 of the Loans owing to the Assignee will be as set forth on Schedule 1Credit Agreement.

FORM OF ASSIGNMENT AND ACCEPTANCE. Reference is made to that certain the Second Amended and Restated Credit Agreement, Agreement dated as of July 2September , 2012 2013 (as amended, restated, supplemented or otherwise modified from time to timeamended and in effect on the date hereof, the “Credit Agreement”; capitalized terms used herein without definitions shall have ), among Plains AAP, L.P., the meanings ascribed thereto Lenders named therein, and Citibank, N.A., as Administrative Agent. Terms defined in the Credit Agreement), by and among ZAYO GROUP, LLC, a Delaware limited liability company (the “Administrative Borrower”), ZAYO CAPITAL, INC., a Delaware corporation (“Zayo Capital”; and together with Administrative Borrower, each, individually a “Borrower” and, collectively, the “Borrowers”), the Persons party thereto from time to time as Guarantors, the financial institutions party thereto from time to time as lender (the “Lenders”), SUNTRUST BANK, as the Issuing Bank, SUNTRUST BANK, as the Collateral Agent, XXXXXX XXXXXXX SENIOR FUNDING, INC., as administrative agent for the Term Loan Facility (in such capacity, the “Term Facility Administrative Agent”), and SUNTRUST BANK, as the administrative agent for the Revolving Loan Facility (in such capacity, the “Revolving Facility Administrative Agent” and, together Agreement are used herein with the Term Facility Administrative Agent, each, individually an “Administrative Agent” and, collectively, the “Administrative Agents”)same meanings. The “Assignor” and the “Assignee” referred to on Schedule 1 agree as follows: The Assignor named herein hereby sells and assigns assigns, without recourse, to the Assignee without recoursenamed herein, and the Assignee hereby purchases and assumes assumes, without recourse, from the Assignor, an interest effective as of the Assignment Date set forth herein the interests set forth herein (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement as Agreement, including, without limitation, the interests set forth herein in the Commitment(s) of the date hereof equal Assignor on the Assignment Date and Loans owing to the percentage Assignor which are outstanding on the Assignment Date, but excluding accrued interest specified on Schedule 1 and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of all outstanding a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. After giving effect This Assignment and Acceptance is being delivered to such sale the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.17(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Effective Date of Assignment (“Assignment Date”): Facility Principal Amount Assigned Percentage Assigned of Facility/ Commitment(s) (set forth, for each assigned Commitment, to at least 8 decimals, as a percentage of the aggregate Commitments of the relevant Class) Commitment(s) Assigned: Loans: The terms set forth above are hereby agreed to: [Name of Assignor], as Assignor By: Name: Title: [Name of Assignee], as Assignee By: Name: Title: The undersigned hereby consent to the within assignment: PLAINS AAP, L.P., a Delaware limited partnership By: Plains All American GP LLC a Delaware limited liability company, its general partner By: Name: Title: CITIBANK, N.A., as Administrative Agent By: Name: Title: EXHIBIT B FORM OF BORROWING REQUEST Dated , 201 Citibank, N.A., as Administrative Agent 0000 Xxxxx Xxxx, OPS III Xxx Xxxxxx, Xxxxxxxx 00000 Attn: Plains All American Account Officer Ladies and Gentlemen: This Borrowing Request is delivered to you by Plains AAP, L.P., a Delaware limited partnership (the “Borrower”), under Section 2.03 of the Second Amended and Restated Credit Agreement dated as of September , 2013 (as further restated, amended, modified, supplemented and in effect, the Assignee’s Commitment “Credit Agreement”), by and among the amount of Borrower, the Loans owing to the Assignee will be Lenders party thereto, and Citibank, N.A., as set forth on Schedule 1Administrative Agent.

FORM OF ASSIGNMENT AND ACCEPTANCE. THIS ASSIGNMENT AND ACCEPTANCE (THIS “ASSIGNMENT AND ACCEPTANCE”) is made and entered into as of [_____] (the “Assignment Date”), by and between [name of assignor] (the “Assignor”) and [name of assignee] (the “Assignee”). Reference is made to that certain the Credit Agreement, dated as of July 2February 14, 2012 2020 (as amended, restated, supplemented or otherwise modified from time to timeamended and in effect on the date hereof, the “Credit Agreement”; capitalized terms used herein without definitions shall have the meanings ascribed thereto in the Credit Agreement), by and among ZAYO GROUP, LLCGTY Technology Holdings Inc., a Delaware limited liability company (the “Administrative Borrower”), ZAYO CAPITAL, INC., a Delaware corporation (“Zayo Capital”; and together with Administrative Borrower, each, individually a “Borrower” and, collectivelyMassachusetts corporation, the “Borrowers”), the Persons party thereto lenders from time to time as Guarantors, the financial institutions party thereto from time to time as lender (the “Lenders”)and Wilmington Trust, SUNTRUST BANKNational Association, as the Issuing Bank, SUNTRUST BANK, as Administrative Agent for such lenders. Terms defined in the Collateral Agent, XXXXXX XXXXXXX SENIOR FUNDING, INC., as administrative agent for the Term Loan Facility (in such capacity, the “Term Facility Administrative Agent”), and SUNTRUST BANK, as the administrative agent for the Revolving Loan Facility (in such capacity, the “Revolving Facility Administrative Agent” and, together Credit Agreement are used herein with the Term Facility Administrative Agent, each, individually an “Administrative Agent” and, collectively, the “Administrative Agents”)same meanings. The “Assignor” and the “Assignee” referred to on Schedule 1 agree as follows: The Assignor hereby sells and assigns assigns, without recourse, to the Assignee without recourseAssignee, and the Assignee hereby purchases and assumes assumes, without recourse, from the Assignor, an interest effective as of the Effective Date set forth below, the interests set forth below (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement as Agreement, including, without limitation, the interests set forth below in the Term Loan of the date hereof equal Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Effective Date, (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the percentage interest specified on Schedule 1 extent of all outstanding the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. After giving effect This Assignment and Acceptance is being delivered to such sale the Administrative Agent together with (i) any documentation required to be delivered by the Assignee pursuant to Section 2.13(g) of the Credit Agreement, duly completed and assignment, executed by the Assignee’s Commitment , and (ii) if the amount Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee shall pay the fee payable to the Administrative Agent pursuant to Section 10.4(b) of the Loans owing to the Assignee will be as set forth on Schedule 1Credit Agreement.

FORM OF ASSIGNMENT AND ACCEPTANCE. Reference is made to that certain the Revolving Credit Agreement, Agreement dated as of July 2May ___, 2012 2010 (as amended, restated, supplemented or otherwise modified from time to timeamended and in effect on the date hereof, the “Credit Agreement”; capitalized terms used herein without definitions shall have the meanings ascribed thereto in the Credit Agreement), by and among ZAYO GROUP, LLC, a Delaware limited liability company (the “Administrative Borrower”), ZAYO CAPITAL, INCAMSURG CORP., a Delaware corporation (“Zayo Capital”; and together with Administrative Borrower, each, individually a “Borrower” and, collectivelyTennessee corporation, the “Borrowers”), the Persons party thereto Lenders from time to time as Guarantors, the financial institutions party thereto from time to time as lender (the “Lenders”), SUNTRUST BANKand SunTrust Bank, as the Issuing Bank, SUNTRUST BANK, as the Collateral Agent, XXXXXX XXXXXXX SENIOR FUNDING, INC., as administrative agent Administrative Agent for the Term Loan Facility (Lenders. Terms defined in such capacity, the “Term Facility Administrative Agent”), and SUNTRUST BANK, as the administrative agent for the Revolving Loan Facility (in such capacity, the “Revolving Facility Administrative Agent” and, together Credit Agreement are used herein with the Term Facility Administrative Agent, each, individually an “Administrative Agent” and, collectively, the “Administrative Agents”)same meanings. The “Assignor” and the “Assignee” referred to on Schedule 1 agree Assignor (as follows: The Assignor set forth below) hereby sells and assigns assigns, without recourse, to the Assignee without recoursedesignated below, and the Assignee hereby purchases and assumes assumes, without recourse, from the Assignor, an interest effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement as Agreement, including, without limitation, the interests set forth below in the Revolving Commitment of the date hereof equal Assignor on the Assignment Date and Revolving Loans owing to the percentage Assignor which are outstanding on the Assignment Date, together with participations in the LC Exposure and Swingline Exposure of the Assignor on the Assignment Date, but excluding accrued interest specified on Schedule 1 and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of all outstanding a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. After giving effect This Assignment and Acceptance is being delivered to such sale the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.19(e) of the Credit Agreement, duly completed and assignment, executed by the Assignee’s Commitment , and (ii) if the amount Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee shall pay all fees payable to the Administrative Agent pursuant to Section 10.4(b) of the Loans owing Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of Tennessee. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Effective Date of Assignment: (“Assignment Date”): Percentage Assigned of Revolving Commitment (set forth, to at least 8 decimals, as a percentage of the aggregate Revolving Principal Amount Commitments of all Facility Assigned Lenders thereunder) Revolving Loans: $ % The terms set forth above are hereby agreed to as of this , 20 : [NAME OF ASSIGNOR], as Assignor By: Title: [NAME OF ASSIGNEE], as Assignee By: Title: The undersigned hereby consents to the Assignee will be within assignment as set forth on Schedule 1of this , 20 : AMSURG CORP. SUNTRUST BANK, as Administrative Agent By: By: Title: Title: EXHIBIT C [FORM OF] SUBSIDIARY GUARANTEE AGREEMENT THIS SUBSIDIARY GUARANTEE AGREEMENT (this “Agreement”) is entered into by and between the undersigned Wholly Owned Subsidiaries (each such subsidiary individually, a “Guarantor” and collectively the “Guarantors”) of AMSURG CORP., a Tennessee corporation (the “Borrower”) in favor of SUNTRUST BANK, a Georgia state banking corporation as Administrative Agent (the “Administrative Agent”), for the ratable benefit of the Lenders as defined in the Credit Agreement referred to below, as of May ___, 2010.

FORM OF ASSIGNMENT AND ACCEPTANCE. Reference is made to that certain the Third Amended and Restated Credit Agreement, dated as of July June 2, 2012 2011 (as amended, restated, supplemented or otherwise modified from time to timeamended and in effect on the date hereof, the “Credit Agreement”; capitalized terms used herein without definitions shall have the meanings ascribed thereto in the Credit Agreement), by among EL PASO EXPLORATION & PRODUCTION COMPANY, a Delaware corporation, and among ZAYO GROUPEL PASO E&P COMPANY, LLCL.P., a Delaware limited liability company partnership (the “Administrative Borrower”), ZAYO CAPITAL, INC., a Delaware corporation (“Zayo Capital”; and together with Administrative Borrower, each, individually a “Borrower” and, collectively, the “Borrowers”), the Persons party thereto several banks, financial institutions, and other entities from time to time as Guarantorsparties to the Credit Agreement (collectively, the financial institutions party thereto from time to time as lender (the “Lenders”)) named therein, SUNTRUST BANK, BNP Paribas as the Issuing Bank, SUNTRUST BANK, as the Collateral Agent, XXXXXX XXXXXXX SENIOR FUNDING, INC., as administrative agent Administrative Agent for the Term Loan Facility (Lenders. Terms defined in such capacity, the “Term Facility Administrative Agent”), and SUNTRUST BANK, as the administrative agent for the Revolving Loan Facility (in such capacity, the “Revolving Facility Administrative Agent” and, together Credit Agreement are used herein with the Term Facility Administrative Agent, each, individually an “Administrative Agent” and, collectively, the “Administrative Agents”)same meanings. The “Assignor” and the “Assignee” referred to on Schedule 1 agree as follows: The Assignor named below hereby sells and assigns assigns, without recourse, to the Assignee without recoursenamed below, and the Assignee hereby purchases and assumes assumes, without recourse, from the Assignor, an interest effective as of the Assignment Date set forth below, the interests set forth below (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement as including, without limitation, the interests set forth below in the Commitment of the date hereof equal Assignor of the Assignment Date and Loans owing to the percentage Assignor which are outstanding on the Assignment Date, but excluding accrued interest specified on Schedule 1 and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of all outstanding a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder, and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. After giving effect This Assignment and Acceptance is being delivered to such sale the Administrative Agent together with (i) if the Assignee is a Non-U.S. Lender, any documentation required to be delivered by the Assignee pursuant to Section 4.13(b) of the Credit Agreement, duly completed and assignment, executed by the Assignee’s Commitment , and (ii) if the amount Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay any fee payable to the Administrative Agent pursuant to Section 11.6(e) of the Loans owing Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Effective Date of Assignment (“Assignment Date”) Percentage of Principal Amount Assigned Commitment Assigned Commitment Assigned: $_______________ $_______________* The terms set forth above are hereby agreed to: [Name of Assignor], as Assignor By: _________________________________ Name: _________________________________ Title: _________________________________ [Name of Assignee], as Assignee By: _________________________________ Name: _________________________________ Title: _________________________________ The undersigned hereby consent to the Assignee will be within assignment: El Paso Exploration & Production Company BNP Paribas, as set forth on Schedule 1.Administrative Agent By: Name: Title: ____________________________ ____________________________ ____________________________ By: Name: Title: ____________________________ ____________________________ ____________________________ El Paso E&P Company, L.P. By: Name: Title: ____________________________ ____________________________ ____________________________ ANNEX I BORROWING BASE PROPERTIES See Attached. Annex I FIELD_RPT_NAME Sum of N_REM_MMcfe Sum of DISC_M$ XXXXX FIELD 134,956.40 189,154.26 XXXXX HAYNESVILLE 379,145.19 607,391.26 XXXXXXXX 59,596.45 136,925.79 RATON A & E PODS 297,041.77 264,052.45 RATON B & D PODS 189,520.39 217,901.79 RATON C POD 89,125.35 82,707.40 SHORT CREEK 110,146.93 147,052.36 WHITE OAK CREEK 67,859.21 115,671.20

FORM OF ASSIGNMENT AND ACCEPTANCE. [date to be supplied] Reference is made to that certain the Amended and Restated Revolving Credit Agreement, and Term Loan Agreement dated as of July 2November [__], 2012 2010 (as amended, restated, supplemented or otherwise modified from time to timeamended and in effect on the date hereof, the “Credit Agreement”; capitalized terms used herein without definitions shall have the meanings ascribed thereto in the Credit Agreement), by and among ZAYO GROUP, LLCBristow Group Inc., a Delaware limited liability company (the “Administrative Borrower”)corporation, ZAYO CAPITAL, INC., a Delaware corporation (“Zayo Capital”; and together with Administrative Borrower, each, individually a “Borrower” and, collectively, the “Borrowers”), the Persons party thereto xxx Xxnders from time to time party thereto, and SunTrust Bank, as Guarantors, Administrative Agent for such lenders. Terms defined in the financial institutions party thereto from time to time as lender Credit Agreement are used herein with the same meanings. The [name of assignor] (the “LendersAssignor”)) hereby sells and assigns, SUNTRUST BANKwithout recourse, as the Issuing Bank, SUNTRUST BANK, as the Collateral Agent, XXXXXX XXXXXXX SENIOR FUNDING, INC., as administrative agent for the Term Loan Facility to [name of assignee] (in such capacity, the “Term Facility Administrative Agent”), and SUNTRUST BANK, as the administrative agent for the Revolving Loan Facility (in such capacity, the “Revolving Facility Administrative Agent” and, together with the Term Facility Administrative Agent, each, individually an “Administrative Agent” and, collectively, the “Administrative Agents”). The “Assignor” and the “Assignee” referred to on Schedule 1 agree as follows: The Assignor hereby sells and assigns to the Assignee without recourse”), and the Assignee hereby purchases and assumes assumes, without recourse, from the Assignor, an interest effective as of the Assignment Date set forth below, the interests set forth below (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement as Agreement, including, without limitation, the interests set forth below in the Revolving Commitment of the date hereof equal Assignor on the Assignment Date and Revolving Loans owing to the percentage Assignor which are outstanding on the Assignment Date, together with the participations in the LC Exposure and the Swingline Exposure of the Assignor on the Assignment Date [, but excluding accrued interest specified on Schedule 1 and fees to and excluding the Assignment Date]. The Assignee hereby acknowledges receipt of all outstanding a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. After giving effect This Assignment and Acceptance is being delivered to such sale the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.20(e) of the Credit Agreement, duly completed and assignment, executed by the Assignee’s Commitment , and (ii) if the amount Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee shall pay the fee payable to the Administrative Agent pursuant to Section 10.4(b) of the Loans owing to the Assignee will be as set forth on Schedule 1Credit Agreement.