Common use of Assigned Interest Clause in Contracts

Assigned Interest. Facility Assigned Aggregate Amount of Term Loans for all Lenders Amount of Term Loans Assigned Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] $ $ % $ $ % Effective Date: _____________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: By: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]

Assigned Interest. 1 Select as applicable Facility Assigned Assigned2 Aggregate Amount of Term Commitment/Loans for all Lenders Amount of Term Commitment/Loans Assigned Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Set forth, The Assignee agrees to at least 9 decimals, as a percentage of deliver to the Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: By: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to a completed Administrative Questionnaire in which the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with Assignee designates one or more subcredit contacts to whom all syndicate-agents level information (which may contain material non-public information about the Borrowers and their related parties or designees)their respective securities) will be made available and who may receive such information in accordance with the Assignee's compliance procedures and applicable laws, including Federal and state securities laws. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as Administrative Agent defined in the Intercreditor Agreement) to comply) with such terms and L/C Issuerprovisions. The undersigned, a Responsible Officer foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Borrower, hereby certifies as of the date hereof that he/she is the Intercreditor Agreement. ______________________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”) 3 Set forth, to at least 9 decimals, as a percentage of the BorrowerCommitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, and thatN.A., as such, he/she is authorized to execute and deliver this Compliance Certificate to Administrative Agent By__________________________________ Title: [Consented to:]5 [__________________________________] By__________________________________ Title: ______________________________________ 4 To be added only if the consent of the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge terms of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]Credit Agreement.

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Term Commitment/Loans for all Lenders Lenders* Amount of Term Commitment/Loans Assigned Assigned* Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ]4 Effective Date: _____________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Tranche B Term Loan Commitment,” etc.) * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]5 Accepted: BANK OF AMERICA, N.A. as Borrower Administrative Agent By: Name: Title: ] To: Nomura Corporate Funding Americas[Consented to:]6 [BANK OF AMERICA, LLCN.A., as Administrative Agent Ladies and GentlemenL/C Issuer][and Swing Line Lender] By: Reference is made to the Credit and Guaranty Agreement dated as of December Name: Title: [__]ACADIA HEALTHCARE COMPANY, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc.INC., a Delaware corporation (“Purchaser” and, prior to corporation] By: Name: Title: 5 To be added only if the consummation consent of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge terms of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]Credit Agreement.

Assigned Interest. Facility Assigned Assigned5 Aggregate Amount of Term Commitment/ Loans for all Lenders Lenders* Amount of Term Commitment/Loans Assigned Assigned* Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment/ Loans6 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: _____________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term A-1 Loan Commitment,” etc.) 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: By: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and Gentlemen: Reference the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is made to the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies be determined as of the date hereof that he/she is Trade Date. 8 To be added only if the _______________ consent of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge terms of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]Credit Agreement.

Assigned Interest. Assignor[s] List each Assignor, as appropriate. Assignee[s] List each Assignee, as appropriate. FacilityAssigned Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment, which shall not include Revolving Facility Assigned Aggregate Amount of Term Loans for Commitments or Revolving Facility Loans. AggregateAmount ofCommitment/Loansfor all Lenders Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. Amount ofCommitment/LoansAssigned PercentageAssigned ofCommitment/Loans Set forth, to at least 9 decimals, as a percentage of Term the Commitment/Loans Assigned Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] $ $ % $ $ % all Lenders thereunder. CUSIP Number Effective Date: __________, ____, 20__ ___. [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. The terms set forth in this Assignment and Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: as Borrower ByConsented to and Accepted: Name: Title: ] To: Nomura Corporate Funding AmericasBANK OF AMERICA, LLCN.A., as Administrative Agent Ladies and GentlemenBy: Reference is made to the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the ____________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereofName: Title: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]

Assigned Interest. Facility Assigned Aggregate Amount of Term Commitment/Loans for all Lenders Amount of Term Commitment/Loans Assigned Percentage Assigned of Term Loans1 Commitment/ Loans16 CUSIP Number [Term LoansLoan] [Incremental Term Loans][Incremental Equivalent DebtRevolving Loan] $ $ % $ $ % 16 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: _____________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: [LULU’S FASHION LOUNGE, LLC, as Borrower]17 By: Name: Title: CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent By: Name: Title: By: Name: Title: [Insert each L/C Issuer, as Borrower a L/C Issuer]18 By: Name: Title: ] To: Nomura Corporate 17 Insert only if (i) assignment is to any Person other than (x) any existing Lender (other than a Non-Funding AmericasLender or Impacted Lender) or (y) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) and (ii) no Event of Default under Section 7.01(a), LLC(f) or (g) of the Credit Agreement is continuing and consent of the Borrower is required pursuant to 9.9(b) of the Credit Agreement. Consent of the Borrower shall not be unreasonably withheld, as Administrative Agent Ladies conditioned or delayed and Gentlemen: Reference shall be deemed to have been given if the Borrower has not responded within ten Business Days after delivery of the notice of assignment. 18 Insert only if assignment is of a Revolving Loan Commitment or Revolving Loan being made to the Credit an Eligible Assignee and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and each L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she ’s consent is the _______________ of the Borrower, and that, as such, he/she is authorized required pursuant to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a9.9(b) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]Credit Agreement. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]

Assigned Interest. Facility Assigned Assigned2 [[2021] [2023] Aggregate Amount of Revolving Commitments]] [Term Loans Loans] for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Assigned Percentage Assigned of Term Loans1 [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [Incremental Term Loans][Incremental Equivalent Debt2023] Revolving] [Term] Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, to so at least 9 decimals, as a percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement dated as Status of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation Assignee under Section 2.17(f)(iii) of the Acquisition, the “Borrower”Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient), Lxxxxx Pool Products, Inc., ] [a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the Treaty RecipientDTTP Scheme Reference Number: _______________ ___________________Jurisdiction of Tax Residence: _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Borrower, and that, as such, he/she Company or the Swiss Borrower is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge terms of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Term Commitment/Loans for all Lenders Amount of Term Commitment/Loans Assigned Percentage Assigned of Commitment/Loans110 Tranche BRestatement Effective Date Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] $ $ Loans $350,000,000.00485,000,000.00 $______________ ____________% $ $ Revolving Loans $101,250,000.00117,500,000.00 $______________ ____________% Effective Date: ______________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 1[10] Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR By: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement dated as of December [:__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _____________________ Title: ASSIGNEE By:_______________________ Title: Consented to and Accepted: BARCLAYS BANK PLC, as as Administrative Agent By:_______________________ Title: [Consented to: By:_______________________ Title: 1 1To be added only if the consent of the Borrower is required for the applicable assignment by the terms of the Credit Agreement. The $451,250,000602,500,000 Amended and Restated First Lien Credit and Guaranty Agreement, dated as of October 10July 1, 20122016 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among RADNET MANAGEMENT, INC., RADNET, INC., certain Subsidiaries and Affiliates of the Borrower, and thatas Guarantors, the Lenders party thereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as suchSyndication Agent,CAPITAL ONE, he/she is authorized to execute NATIONAL ASSOCIATION and deliver this Compliance Certificate to the SUNTRUST BANK, as Co-Syndication Agents, CREDIT SUISSE SECURITIES (USA) LLC and ROYAL BANK OF CANADA, as Co-Documentation Agents, and BARCLAYS BANK PLC, as Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liabilityCollateral Agent, and hereby certifies on behalf of RBC CAPITAL MARKETS2 and DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agents. Capitalized terms used but not defined herein have the Borrower that as of meanings given to them in the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]Credit Agreement. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]

Assigned Interest. Facility Assigned Aggregate Amount of Term Commitment/Loans for all Lenders Amount of Term Commitment/Loans Assigned Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Set forth, The Assignee agrees to at least 9 decimals, as a percentage of deliver to the Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: By: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to a completed Administrative Questionnaire in which the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with Assignee designates one or more subcredit contacts to whom all syndicate-agents level information (which may contain material non-public information about the Borrowers and their related parties or designees)their respective securities) will be made available and who may receive such information in accordance with the Assignee's compliance procedures and applicable laws, including Federal and state securities laws. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as Administrative Agent defined in the Intercreditor Agreement) to comply) with such terms and L/C Issuerprovisions. The undersigned, a Responsible Officer foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Borrower, hereby certifies as of the date hereof that he/she is the Intercreditor Agreement. _________________________________________________ 2 Set forth, to at least 9 decimals, as a percentage of the BorrowerCommitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: _____________________________________________ Title: [NAME OF ASSIGNEE] By: ______________________________________ Title: [Consented to and]3 Accepted: JPMorgan Chase Bank, and thatN.A., as suchAdministrative Agent By _________________________ Title: [Consented to:]4 [Tupperware Brands Corporation By _________________________ Title:] [Consented to: JPMORGAN CHASE BANK, he/she is authorized to execute N.A., as Issuing Bank and deliver this Compliance Certificate to as Swingline Lender By _________________________ Title:] 3 To be added only if the consent of the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge terms of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]Credit Agreement.

Assigned Interest. Assignor[s]13 Assignee[s]14 Facility Assigned Assigned15 Aggregate Amount of Term Commitment/ Loans for all Lenders Lenders16 Amount of Term Commitment/ Loans Assigned Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment/ Loans17 CUSIP Number $ $ % $ $ % $ $ % 13 List each Assignor, as appropriate. 14 List each Assignee, as appropriate. 15 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” etc.). 16 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 17 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. [7. Trade Date: ]18 Effective Date: _____________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Set forth, 18 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to at least 9 decimals, be determined as a percentage of the Loans of all Lenders thereunderTrade Date. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]19 Accepted: CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Borrower Administrative Agent By: Name: Title: ] To[Consented to:]20 By: Nomura Corporate Funding Americas, LLC, as Name: Title: 19 To be added only if the consent of the Administrative Agent Ladies and Gentlemen: Reference is made to required by the terms of the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, Agreement. 20 To be added only if the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation consent of the AcquisitionBorrowers and/or other parties (e.g., the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she ) is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge terms of the undersigned Responsible Officer Credit Agreement. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and to filed separately with the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]Securities and Exchange Commission.

Assigned Interest. Assignor[s] List each Assignor, as appropriate. Assignee[s] List each Assignee, as appropriate. FacilityAssigned Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Facility Assigned Aggregate Amount of Commitment”, “Term Loans for A Loan Commitment”, “Term B Loan Commitment”, etc.). AggregateAmount ofCommitment/Loansfor all Lenders Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. Amount ofCommitment/LoansAssigned PercentageAssigned ofCommitment/Loans Set forth, to at least 9 decimals, as a percentage of Term the Commitment/Loans Assigned Percentage Assigned of Term Loans1 all Lenders thereunder. CUSIP Number [Term Loans7. Trade Date: __________________] [Incremental Term Loans][Incremental Equivalent Debt] $ $ % $ $ % To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: __________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. The terms set forth in this Assignment and Acceptance are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the ___________________________ Name: Title: [NAME OF ASSIGNEE] By: _____________________________ Name: Title: [Consented to and] To be added only if the consent of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf is required by the terms of the Credit Agreement. Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Name: Title: [Consented to] To be added only if the consent of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge terms of the undersigned Responsible Officer and to Credit Agreement.: EVERTEC GROUP, LLC By: _________________________________ Name: Title: [Consented to:] To be added only if the extent consent of other parties (e.g. Swingline Lender or Primary L/C Issuer) is required by the Beneficial Ownership Regulation, terms of the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]Credit Agreement. By: _________________________________ Name: Title:

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned Assigned11 Aggregate Amount of Term Commitment/ Loans for all Lenders Lenders12 Amount of Term Commitment/ Loans Assigned Percentage Assigned of Term Loans1 Commitment/ Loans13 CUSIP Number [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] $ $ % $ $ % 7. Trade Date: ]14 Effective Date: _____________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 The terms set forth in this Assignment and Assumption are hereby agreed to: 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Tranche B-1 Term Commitment,” “Tranche B-2 Term Commitment”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [NAME OF ASSIGNEER] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: as Borrower By[Consented to and]15 Accepted: Name: Title: ] To: Nomura Corporate Funding AmericasBANK OF AMERICA, LLCN.A., as Administrative Agent Ladies and GentlemenBy: Reference is made to the Credit and Guaranty Agreement dated as of December Title: [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding AmericasConsented to:]16 SWIFT TRANSPORTATION CO., LLC (together with one or more sub-agents or designees)By: Title: [Consented to:]17 BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer Issuer and Swing Line Lender 15 To be added only if the consent of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf is required by the terms of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf Credit Agreement. The consent of the Borrower Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Revolving Credit Commitment if such assignment is to a Person that as is not a Lender with a Commitment in respect of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) Facility, an Affiliate of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results Lender or an Approved Fund with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]Lender. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]

Assigned Interest. Facility Assigned Aggregate Amount of Term Commitment/Loans for all Lenders Lenders1* Amount of Term Commitment/Loans Assigned Assigned* Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment/Loans13 Commitment $ $ % Revolving Loans $ $ % Competitive Bid Loans $ $ % Participation Interest $ $ % New Term Loans $ $ % [7. Trade Date: ______________]14 Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 11 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 12 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. DB1/ 97920064.5 The terms set forth in this Assignment and Acceptance are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement dated as of December [:__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the ____________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: Consented to and Accepted: BANK OF AMERICA, N.A., acting in its capacity as Administrative Agent and Issuing Lender By: Name: Title: Consented to: BRANDYWINE REALTY TRUST, a Maryland real estate investment trust By: Name: Title: BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By: Brandywine Realty Trust, a Maryland real estate investment trust, its general partner By:_______________________________ Name: Title: DB1/ 97920064.5 Consented to: Citibank, N.A. acting in its capacity as Issuing Lender By: Name: Title: DB1/ 97920064.5 ANNEX 1 The Amended and Restated Revolving Credit Agreement dated as of the BorrowerJuly 17, 2018, among Brandywine Realty Trust and thatBrandywine Operating Partnership, L.P., as suchborrowers, he/she is authorized to execute the Lenders parties thereto, Bank of America, N.A., individually and deliver this Compliance Certificate to the as Administrative Agent on behalf of the Borrower and its Restricted SubsidiariesIssuing Lender, in such capacity Citibank, N.A., as Syndication Agent and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments Issuing Lender and the absence of footnotes. Also attached hereto other parties thereto (as Schedule 1 are [(i)] a management discussion amended and analysis of financial results with respect in effect from time to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officertime, the following “Credit Agreement”). Capitalized terms used but not defined herein shall have the meanings given to them in the Assignment and Acceptance to which this Annex is a list of each Default (attached and its nature and status) that has occurred during such fiscal period and is continuing on if not defined therein, shall have the Financial Statement Date:] [3. To meanings given to them in the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal periodCredit Agreement.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]

Assigned Interest. Assignor[s]57 Assignee[s]68 Facility Assigned Assigned79 Aggregate Amount of Term Commitment/Loans for all Lenders Lenders810 Amount of Term Commitment/ Loans Assigned Percentage Assigned of Term Loans1 Commitment/Loan911 CUSIP Number [Term Loans] [ ] % [Incremental Term Loans][Incremental Equivalent Debt] $ $ [ ] % $ $ [] [ ] % Effective [8. Trade Date: __________________] 1012 57 List each Assignor, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFORas appropriate. 68 List each Assignee, as appropriate. 79 Fill in the appropriate terminology for the types of facilities under the Syndicated Facility Agreement (Second Lien) that are being assigned under this Assignment and Assumption (e.g. “Initial Loans, “Incremental Loans,” “Other Loans,” “Extended Loans,” “Replacement Loans,” etc.] 1 ). 810 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 911 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 1012 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]1113 Accepted for Recordation in the Register: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: By: Name: Title: 1113 To be added only if the consent of the Administrative Agent is required by the terms of the Syndicated Facility Agreement (Second Lien). [Consented to]:1214 DTZ U.S. BORROWER, LLC, as the Borrower Representative By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to 1214 To be added only if the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf consent of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and Representative is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge terms of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date Syndicated Facility Agreement (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]Second Lien).

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Term Commitment/Loans for all Lenders Amount of Term Commitment/Loans Assigned Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________[ , 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE 20 ]4 The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF RECORDATION ASSIGNOR By: Title: NAME OF TRANSFER IN THE REGISTER THEREFOR.] 1 ASSIGNEE By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. The terms set forth 4 To be inserted by the Administrative Agent and which shall be the effective date of recordation of transfer in this Assignment are hereby agreed tothe Register therefor. Consented to and Accepted: By: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding AmericasJPMORGAN CHASE BANK, LLCN.A., as Administrative Agent Ladies By Title: [Consented to:]5 [COLONY CAPITAL OPERATING COMPANY, LLC] By Title: 5 Consent of the Borrower is not required (i) for an assignment to a Lender, an affiliate of a Lender or an Approved Fund (as defined below) or (ii) if an Event of Default under Section 8(a) or (f) has occurred and Gentlemen: Reference is made to the continuing. ANNEX 1 Second Amended and Restated Credit and Guaranty Agreement Agreement, dated as of December [__]January 10, 2018 2017 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, time (the “Credit Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx PurchaserColony Capital Operating Company, Inc., a Delaware corporation LLC (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Productsthe Lenders party thereto and JPMorgan Chase Bank, Inc.N.A., a Delaware corporation as administrative agent (“LPP” and immediately upon consummation of the Acquisitionin such capacity, the “BorrowerAdministrative Agent”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]

Assigned Interest. Assignor[s]14 Assignee[s]15 Facility Assigned Assigned16 Aggregate Amount of Term Commitment/ Loans for all Lenders Lenders17 Amount of Term Commitment/ Loans Assigned Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment / Loans18 $ $ % $ $ % $ $ % [8. Trade Date: ]19 Effective Date: _____________, 20__ ,20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 14 List each Assignor, as appropriate. 15 List each Assignee, as appropriate. 16 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g., “Initial Term Loans”, “Revolving Credit Commitments”, “Extended Term Loans”, etc.). 17 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 18 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 19 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]20 Accepted: DEUTSCHE BANK AG NEW YORK BRANCH, as Borrower Administrative Agent By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC[Consented to:]21 DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer Issuer By: Name: Title: 20 To be added only if the consent of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge terms of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]Credit Agreement.

Assigned Interest. Assignor Assignee Facility Assigned Assigned14 Aggregate Amount of Term Loans for all Lenders Amount of Term Loans Assigned Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Loans15 CUSIP Number $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE CREDIT AGREEMENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 The terms set forth in this Assignment and Assumption are hereby agreed to: 14 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Term B-1 Commitment”, “Additional Term B-1 Commitment”, “Initial Term B-2 Commitment”, “Additional Term B-2 Commitment” or “Initial Term B-3 Commitment”.) 15 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement dated as of December [:__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the ____________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]16 Accepted: 16 To be added only if the consent of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf is required by the terms of the Credit Agreement. JEFFERIES FINANCE LLC, as Administrative Agent By:_________________________________ Name: Title: [Consented to: REVLON CONSUMER PRODUCTS CORPORATION, as Borrower By:________________________________ Name: Title:]17 17 To be added only if the consent of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge terms of the undersigned Responsible Officer and Credit Agreement. The BrandCo Credit Agreement, dated as of May 7, 2020 (as amended, restated, waived, supplemented or otherwise modified from time to the extent required by the Beneficial Ownership Regulationtime, the following is “Credit Agreement”), among Revlon Consumer Products Corporation, a list Delaware corporation (the “Borrower”), Revlon, Inc., a Delaware corporation (“Holdings”), each of changes the financial institutions or other entities from time to time party thereto (the “Lenders”) and Jefferies Finance LLC, as the administrative agent and each collateral agent for the Lenders. Capitalized terms used but not defined herein have the meanings given to them in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Term Loans Commitment (and related extensions of credit) for all Lenders Amount of Term Loans Assigned Commitment (and related extensions of credit) Assigned6 Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment (and related extensions of credit)7 Revolving Loans $ $ % Term Loans $ $ % Effective Date: _____________[ ] [ ], 20__ [ ] [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 ]. 6 Unless the Borrower and the Administrative Agent consent otherwise, the amount of Commitments assigned must not be less than $1M (and in integral multiples of $1M in excess thereof) except if assignment is (i) to another Lender or an Approved Fund or (ii) of the entire remaining amount of the Assignor’s Commitment or Loans of any class,. 7 Set forth, to at least 9 decimals, as a percentage of the Loans Commitment of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR], the Assignor By: Name: Title: [NAME OF ASSIGNEE], the Assignee By: Name: Title: Consented to and Accepted: [CITIZENS BANK, N.A. as Borrower Administrative Agent8] [and Swingline Lender9,]] By: Name: Title: ] To: Nomura Corporate Funding Americas[Consented to:]10 CHAMPION HOME BUILDERS, LLCINC., as Administrative Agent Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and thatBy: Title: [Consented to:]11 [Issuing Bank], as suchIssuing Bank, he/she By: Title: 8 Include unless assignment is authorized of Term Loans to execute and deliver this Compliance Certificate to the Administrative Agent on behalf an Approved Fund. 9 Include unless assignment is of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1Term Loans. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [10 Include unless assignment is (i)] ) to any other Lender or an Affiliate of a management discussion and analysis Lender holding the same Class of financial results with respect to such financial statements [and Loans, (ii) the related consolidating financial statements reflecting the adjustments necessary by a Term Lender to eliminate the accounts an Approved Fund or (iii) an Event of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Datecontinuing. 11 Include unless assignment is of Term Loans.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]

Assigned Interest. Assignor[s]5 Assignee[s]6 Facility Assigned Assigned7 Aggregate Amount of Term Commitment/ Loans for all Lenders Lenders8 Amount of Term Commitment/ Loans Assigned Assigned9 Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment/ Loans10 CUSIP Number $ $ % $ $ % $ $ % [8. Trade Date: ]11 Effective Date: _____________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Affiliated Lender Assignment and Assumption (e.g. “Tranche G Term Loans”). 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 After giving effect to Assignee’s purchase and assumption of the Assigned Interest, the aggregate principal amount of Term Loans held at any one time by Affiliated Lenders shall not exceed 25% of the original principal amount of all Term Loans at such time outstanding. To the extent any assignment to an Affiliated Lender would result in the aggregate principal amount of all Loans held by Affiliated Lenders exceeding the Affiliated Lender Cap, such excess will be void ab initio. 10 Set forth, to at least 9 8 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: Accepted: Barclays Bank PLC, as Administrative Agent By: Name: Title: By: Name: Title: as Borrower [Consented to]:12 PINNACLE FOODS FINANCE LLC By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to 12 To be added only if the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf consent of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge terms of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Term Commitments/Loans for of the applicable Class of all Lenders Amount of Term the Commitments/Loans of the applicable Class Assigned Percentage Assigned of Aggregate Amount of Commitments/Loans of the applicable Class of all Lenders2 Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Loans $ $ % [ ]3 $ $ % Effective Date: __________________ , 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent any tax forms required by Section 4.07(g) of the Credit Agreement and to designate one or more credit contacts to whom all syndicate-level information (which may contain material non-public information with respect to the Parent or its Subsidiaries or with respect to the securities of any such Person ("Parent Restricted Information")) will be made available and who may receive such information in accordance with the Assignee's compliance procedures and applicable laws, including Federal and State securities laws. 2 Set forth, to at least 9 decimals, as a percentage of the Commitments/Loans of all Term Lenders thereunderor Incremental Lenders of any Class, as applicable. 3 In the event Other Term Loans of any Class are established under Section 2.12 of the Credit Agreement, refer to the Class of such Loans assigned. The terms set forth in this Assignment above are hereby agreed to: By[Consented to and Accepted: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that_____________, as suchAssignor, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted SubsidiariesCREDIT SUISSE AG, in such capacity and without any personal liabilityCAYMAN ISLANDS BRANCH, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period, by by Name: Name: Title: Title:] ___________________________, as Assignee, Consented to: ARCTIC LNG CARRIERS LTD.] [3, by by Name: Name: Title: Title:] DYNAGAS FINANCE LLC, by Name: Title:]4 4 Select as applicable. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]ANNEX I TO AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Term Commitment/Loans for all Lenders Amount of Term Commitment/Loans Assigned Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________[ , 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE 20 ]4 The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF RECORDATION ASSIGNOR By: Title: NAME OF TRANSFER IN THE REGISTER THEREFOR.] 1 ASSIGNEE By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. The terms set forth 4 To be inserted by the Administrative Agent and which shall be the effective date of recordation of transfer in this Assignment are hereby agreed tothe Register therefor. Consented to and Accepted: By: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding AmericasJPMORGAN CHASE BANK, LLCN.A., as Administrative Agent Ladies By Title: [Consented to:]5 [COLONY CAPITAL OPERATING COMPANY, LLC] By Title: 5 Consent of the Borrower is not required (i) for an assignment to a Lender, an affiliate of a Lender or an Approved Fund (as defined below) or (ii) if an Event of Default under Section 8(a) or (f) has occurred and Gentlemen: Reference is made to the continuing. Amended and Restated Credit and Guaranty Agreement Agreement, dated as of December [__]March 31, 2018 2016 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, time (the “Credit Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx PurchaserColony Capital Operating Company, Inc., a Delaware corporation LLC (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Productsthe Lenders party thereto and JPMorgan Chase Bank, Inc.N.A., a Delaware corporation as administrative agent (“LPP” and immediately upon consummation of the Acquisitionin such capacity, the “BorrowerAdministrative Agent”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]

Assigned Interest. 965928.02B-CHISR02A - MSW Facility Assigned Aggregate Amount of Term Loans U.S. Commitments for all Lenders Amount of Term Loans U.S. Commitments Assigned Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] U.S. Commitments3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Set forthThe Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunderincluding federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: as Borrower By[Consented to and]4 Accepted: Name: Title: ] To: Nomura Corporate Funding AmericasJPMorgan Chase Bank, LLCN.A., as Administrative Agent Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement dated as of December [By__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________________________ Title: 965928.02B-CHISR02A - MSW Consented to:5 [NAME OF RELEVANT PARTY] By_________________________________ Title: 965928.02B-CHISR02A - MSW This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the BorrowerEffective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”)[1]. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. Este documento de Cesión y Xxxxxxxx (el “Documento de Cesión y Xxxxxxxx”) es suscrito por [Incluir nombre del Cedente] (el “Cedente”) y [Incluir nombre de Cesionario] (el “Cesionario”) en la Fecha de Efectividad (Effective Date) tal y como este término se describe más adelante. Salvo que en el presente documento se establezca lo contrario los términos en mayúscula tendrán el significado que a los mismos de les atribuye en el Contrato de Crédito que se define a continuación (tal y como el mismo sea modificado, novado extendido o refundido en cada momento, el “Contrato de Crédito”), copia del cual el Cesionario manifiesta xxxxx recibido por parte del Cedente. Los Términos y Condiciones (Standard Terms and Conditions) fijados en el Anexo 1 que se adjunta al presente documento son por la presente incorporados por referencia y se consideran acordados y aceptados formando parte de este Documento de Cesión y Xxxxxxxx, del mismo modo que si se hubieran reproducido íntegramente en el presente documento. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and thatthe Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as such, he/she is authorized to execute and deliver this Compliance Certificate to of the Effective Date inserted by the Administrative Agent on behalf as contemplated below, (i) all of the Borrower Assignor’s rights and obligations in its Restricted Subsidiariescapacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the Por un precio acordado, el Cedente, por la presente, vende y cede irrevocablemente al Cesionario, y el Cesionario, por la presente, compra y adquiere del Cedente, con sujeción a y de conformidad con los Términos y Condiciones (Standard Terms and Conditions) y con el Contrato de Crédito en la Fecha de Efectividad (Effective Date) introducida por el Agente Administrativo (Administrative Agent) tal y como se dispone a continuación, (i) todos los derechos y obligaciones del Cedente en su condición de Acreditante (Lender) bajo el ___________________ 1 Please note that any Assignee under Tranche B or Tranche C will need to obtain a Spanish Tax ID number, if it does not already have one. The Administrative Agent’s U.S. counsel can assist in obtaining such numbers. 1 Select as applicable. 965928.02B-CHISR02A - MSW extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees and swingline loans included in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(afacilities) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and other rights of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related consolidating financial statements reflecting to any of the adjustments necessary foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to eliminate the accounts rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. Contrato de Crédito y bajo cualesquiera otros documentos o instrumentos entregados y/o suscritos de conformidad con el mismo en la medida en que estén relacionados con los importes y porcentajes de participación que se identifican más abajo relativos a todos aquellos derechos y obligaciones del Cedente pendientes bajo las correspondientes financiaciones identificadas a continuación (incluyendo cualesquiera cartas de crédito (letters of Unrestricted Subsidiaries credit), garantías o avales (if anyguarantees) y préstamos ‘swingline’ (which may be in footnote form onlyswingline loans) from such consolidated financial statements]que estén incluidas en dichas financiaciones) y (ii) en la medida que esté permitido ceder bajo el correspondiente derecho aplicable, cualesquiera reclamaciones (claims), demandas (suits), acciones (causes of action) así como cualesquiera otros derechos del Cedente (en su condición de Acreditante) contra cualquier Persona, ya sea conocida o no, que xxxxxx o se encuentren relacionados con el Contrato de Crédito, cualesquiera otros documentos o instrumentos entregados y/o suscritos de conformidad con el mismo o las operaciones crediticias (loan transations) reguladas bajo el mismo o de alguna manera basadas en o relacionadas sin limitación con cualesquiera de los siguientes, reclamaciones contractuales (contract claims), reclamaciones extracontractuales (tort claims), reclamaciones penales (malpractise claims), reclamaciones legales (statutory claims) y cualesquiera otros tipos de reclamaciones por ley o equidad que estén relacionadas con los derechos y obligaciones vendidos y cedidos de conformidad con las cláusulas (i) y (ii) anteriores serán conjuntamente referidas como la “Participación Cedida”). Dicha venta y cesión se hace sin recurso frente al Cedente, y salvo que expresamente se establezca en este Documento e Cesión y Xxxxxxxx, sin manifestaciones ni garantía por el Cedente. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter Assignor: 1. Cedente: 2. Assignee: 2. Cesionario: 965928.02B-CHISR02A - MSW [and is an Affiliate/Approved Fund of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.identify Lender]1] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default que es una Filial (and its nature and statusAffiliate)/Fondo Aprobado (Approved Fund) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] de [identificar Acreditante]1] 3. To the knowledge Borrowers: General Cable Industries, Inc., General Cable Company Ltd., Silec Cable SAS, Norddeutsche Seekabelwerke GmbH, Grupo General Cable Sistemas, S.L. (formerly Grupo General Cable Sistemas, S.A., in process of the undersigned Responsible Officer conversion) and to the extent required by the Beneficial Ownership RegulationECN Cable Group, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]S.L.

Assigned Interest. Assignors Assignees Facility Assigned Aggregate Amount of Term Revolving Credit Commitments/ Revolving Loans for all Lenders Lenders7 Amount of Term Revolving Credit Commitments/ Revolving Loans Assigned Percentage Assigned of Term Loans1 Revolving Credit Commitments/ Revolving Loans8 CUSIP Number U.S. Revolving Credit Commitments $[Term Loans] [Incremental Term Loans][Incremental Equivalent Debt1,250,000,000] $ % Canadian Revolving Credit Commitments $[0,000,000] $ % $ $ % 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 8 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitments/ Revolving Loans of all Lenders thereunder. The percentage of U.S. Revolving Credit Commitments assigned shall be the same as the Canadian Revolving Credit Commitments assigned. Effective Date: _____________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. The terms set forth in this Assignment and Acceptance are hereby agreed to: [NAME OF U.S. ASSIGNOR] By: Name: Title: [NAME OF CANADIAN ASSIGNOR] By: Name: Title: as Borrower [NAME OF U.S. ASSIGNEE] By: Name: Title: [NAME OF CANADIAN ASSIGNEE] ToBy: Nomura Corporate Funding AmericasTitle: Consented to and Accepted: BANK OF AMERICA, LLCN.A., as Administrative Agent Ladies the Agent, U.S. Swingline Lender and GentlemenLetter of Credit Issuer By: Reference is made to the Credit and Guaranty Agreement dated as of December [__]Title: BANK OF AMERICA, 2018 N.A. (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designeesacting through its Canadian branch), as Administrative the Canadian Swingline Lender By: Title: [Consented to:]9 UNITED RENTALS (NORTH AMERICA), INC., as Borrowers’ Agent and L/C Issuer. The undersigned, a Responsible Officer By: Title: 9 To be added only if the consent of the Borrower, hereby certifies as of the date hereof that he/she Borrowers’ Agent is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge terms of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Term Loans for all Lenders Total Commitment Amount of Term Loans Assigned Commitment Assigned2 Percentage Assigned of Term Loans1 Commitment3 $_______________ $_______________ _____________% [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] $ $ % $ $ % 7. Trade Date: __________________]4 Effective Date: __________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Set The terms set forth in this Assignment and Acceptance are hereby agreed to: 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunderTotal Commitment under the Reimbursement Agreement. The terms set forth in this Assignment are hereby agreed to: By: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies 4To be completed if the Assignor and Gentlemen: Reference the Assignee intend that the minimum assignment amount is made to the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies be determined as of the date hereof Trade Date. An [*] represents confidential information that he/she is has been omitted and filed separately with the Securities and Exchange Commission. [NAME OF ASSIGNOR] By: _____________________________ of Name: Title: [NAME OF ASSIGNEE] By: _____________________________ Name: Title: An [*] represents confidential information that has been omitted and filed separately with the BorrowerSecurities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AG, and thatNEW YORK BANK], as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 5Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the Borrower event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf acceptance shall be necessary if an Event of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.continuing. An [*] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) represents confidential information that has occurred during such fiscal period been omitted and is continuing on filed separately with the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer Securities and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal periodExchange Commission.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]

Assigned Interest. Facility Assigned Aggregate Amount of Term Loans Advances for all Lenders Lenders* Amount of Term Loans Assigned Advances Assigned* Percentage Assigned of Term Loans1 Advances Assigned1 Aggregate Amount of [Term LoansFirst Amended and Restated Advance Commitment] [Incremental Term Loans][Incremental Equivalent DebtSubsequent Advance Commitments] $ $ % $ $ % [that may be requested from][for] all Lenders* Amount of [First Amended and Restated Advance Commitment] [Subsequent Advance Commitment] [Assigned][that Assignee will have the right to issue pursuant to this Assignment]* Percentage of [First Amended and Restated Advance Commitment] [Subsequent Advance Commitment] [Assigned][that may be issued by Assignee]2 7. Date of Assignment: [ ], 20[ ] 8. Effective Date: _____________[ ], 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] [ ]3 1 Set forth, to at least 9 decimals, forth as a percentage of the Loans aggregate principal amount of the Advances of all Lenders thereunderLenders. *Amount to be adjusted by the counterparties to take into account any payments, prepayments, or Advances made between the date of the Assignment and the Effective Date. 2 Set forth as a percentage of the aggregate principal amount of the Subsequent Advance Commitments of all Lenders. *Amount to be adjusted by the counterparties to take into account any payments, prepayments, or Advances made between the date of the Assignment and the Effective Date. 3 To be inserted by the Agent and which shall be the effective date of recordation of transfer in the Register therefor. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: CANTOR XXXXXXXXXX SECURITIES, as Borrower By: Agent4 Name: Title: ] ToConsented to: Nomura Corporate Funding AmericasSAEXPLORATION, LLCINC., as Administrative Agent Ladies and GentlemenBorrower5 Name: Reference is made to the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may Title: 4 To be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and executed to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agentunder Section 14.2(b) has occurred during such fiscal period.] [3. To the knowledge of the undersigned Responsible Officer and Term Loan Agreement. 5 To be executed to the extent required by under Section 14.2(b) of the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]Term Loan Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Term Loans for all Lenders Amount of Term Loans Assigned Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] $ $ % $ $ % Effective Date: _____________, 20__ 201 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR By: Title: NAME OF ASSIGNEE By: Title: 2 Fill in either “Revolving Commitment” or “Revolving Loans”. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. The terms set forth in this Assignment are hereby agreed toConsented to and Accepted: By: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding AmericasJPMORGAN CHASE BANK, LLCN.A., as Administrative Agent Ladies and GentlemenBy Title: Reference Consented to:4 COMCAST CORPORATION, as Borrower By Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Lender By Title: JPMORGAN CHASE BANK, N.A., as an Issuing Lender By Title: 4 Borrower consent is made required for assignments to the non-Lenders. Credit and Guaranty Agreement dated as of December [__]June 6, 2018 2012 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), ) among Lxxxxx Purchaser, Inc.Comcast Corporation, a Delaware Pennsylvania corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool ProductsComcast Cable Communications, Inc.LLC, a Delaware corporation limited liability company (as “LPP” and immediately upon consummation of the Acquisition, the “Co-Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the several banks and other Subsidiaries of Holdings financial institutions or entities from time to time party parties thereto, the Lenders from time to time party thereto and Nomura Corporate Funding AmericasJPMorgan Chase Bank, LLC (together with one or more sub-agents or designees)N.A., as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, administrative agent (in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officercapacity, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the “Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]”)

Assigned Interest. Facility Assigned Aggregate Amount 5 Select as applicable. FacilityAssigned6 Aggregateamount ofoutstandingLoans beingassigned hereinby Assignor* Aggregateamount ofOutstandingLoans held by allLenders Percentage ofoutstandingLoans of Term Loans for all Lenders Amount allLenders beingassigned hereinto Assignee7 Percentage ofoutstandingLoans of Term Loans Assigned Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] allLenders retainedby Assignor7 $ $ % $ $ % Effective [7. Trade Date: _____________, 20_______________]8 Effective Date: ___________ ___, 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Set forthThe Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate‑level information (which may contain material non‑public information about the Borrowers and the Related Parties or its securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the ___________________________________ Title: [NAME OF ASSIGNEE] By: __________________________________ Title: [Consented to and] 9 Accepted: __________________________ BANK OF AMERICA, N.A., as Administrative Agent By: ___________________________ Title: [Consented to:]10 6 Revolving Loan, L/C/ Obligations or Swing Line Loan 7Set forth, to at least 9 decimals, as a percentage of the Borrower, outstanding Loans of all Lenders. 8To be completed if the Assignor and that, the Assignee intend that the minimum assignment amount is to be determined as such, he/she is authorized to execute and deliver this Compliance Certificate to of the Trade Date. 9To be added only if the consent of the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge terms of the undersigned Responsible Officer and Credit Agreement. *Amount to the extent required be adjusted by the Beneficial Ownership Regulationcounterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. GLOBAL PAYMENTS INC. By: ___________________________ Title: [Consented to:]11 BANK OF AMERICA, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]N.A., as Swing Line Lender By: ___________________________ Title: [Consented to:]12 BANK OF AMERICA, N.A., as L/C Issuer By: ___________________________ Title:

Assigned Interest. Facility Assigned Aggregate Amount of Term Tranche 1 Commitments/Tranche 1 Loans for of all Lenders Amount of Term Tranche 1 Commitment/Tranche 1 Loans Assigned Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Aggregate Amount of Tranche 1 Commitment/Tranche 1 Loans of all Lenders $ $ % $ $ % $ $ % Aggregate Amount of Tranche 2 Commitments/Tranche 2 Loans of all Lenders Amount of Tranche 2 Commitment/Tranche 2 Loans Assigned Percentage Assigned of Aggregate Amount of Tranche 2 Commitment/Tranche 2 Loans of all Lenders $ $ % $ $ % $ $ % Effective Date: _____________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Set forthThe Assignee, if not already a Lender, agrees to at least 9 decimalsdeliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, as a percentage of the Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: [Consented to and Accepted]1: JPMORGAN CHASE BANK, N.A., as Administrative Agent[, and an Issuing Bank] By: Name: Title: [XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank By: Name: Title: ] [BANK OF AMERICA, N.A., as an Issuing Bank By: Name: Title: ] [BARCLAYS BANK PLC, as an Issuing Bank By: Name: Title: ] [CITIBANK, N.A., as an Issuing Bank By: Name: Title: ] 1 Consents to be included to the extent required by Sections 9.04(b)(i)(B) and 9.04(b)(i)(C) of the Credit Agreement. [MIZUHO BANK, LTD., as an Issuing Bank By: Name: Title: ] [THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as an Issuing Bank By: Name: Title: ] [If additional Issuing Banks, add additional signature blocks for consent] [Consented to:]2 TESORO CORPORATION, as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made 2 Consent to the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and included to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative AgentSections 9.04(b)(i)(A) has occurred during such fiscal period.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned Assigned11 Aggregate Amount of Term Commitment/Loans for all Lenders Lenders12 Amount of Term Loans Commitment /Loans Assigned Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment/ Loans13 CUSIP Number $ $ % $ $ % $ $ % 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. D-3 Form of Assignment and Assumption [7. Trade Date: ]14 Effective Date: _____________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Set forth, 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to at least 9 decimals, be determined as a percentage of the Loans of all Lenders thereunderTrade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] Name: Title: [NAME OF ASSIGNEE] Name: Title: [Consented to and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to: NEXEO SOLUTIONS, LLC By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to ]16 15 To be added only if the Credit and Guaranty Agreement dated as consent of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge terms of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]Credit Agreement.

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Term Commitment/Loans for all Lenders Lenders3 Amount of Term Commitment/Loans Assigned Assigned4 Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment/Loans5 $ $ % $ $ % $ $ % $ $ % [7. Trade Date: ______________]6 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Term B Loans”, “Incremental Term Loans” , “Extended Term Loans”, “Refinancing Term Loans”, “Revolving Commitments”, “Incremental Revolving Commitments”, “Extended Revolving Commitments”, “Refinancing Revolving Commitments”, etc.). 3 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date 4 Except in the cases of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any class, the amount shall not be less than $5,000,000 (in the case of a Revolving Credit Loan) or, $1,000,000 (in the case of a Term Loan). 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 6 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. THEREFOR.]7 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and Accepted: CPI INTERNATIONAL, INC. By: Name: Title:]8 7 This date may not be fewer than 5 Business Days after the date of assignment unless the Administrative Agent otherwise agrees. 8 To be completed to the extent the Borrower’s consent is required under Section 10.04(b) of the Credit Agreement. UBS AG, STAMFORD BRANCH, as Administrative Agent, [Swingline Lender]9 [and Issuing Bank]10 By: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: 9 Reference is made to the Credit and Guaranty Agreement dated as Swingline Lender required for an assignment of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time Revolving Commitments. 10 Reference to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation Issuing Bank required for an assignment of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]Revolving Commitments. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]

Assigned Interest. Assignor[s]6 Assignee[s]7 Facility Assigned Assigned8 Aggregate Amount of Term Commitment/Loans for all Lenders Lenders9 Amount of Term Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans10 CUSIP Number Revolving Commitment $ $ % Term Loans1 [Commitment/Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Loans $ $ % $ $ % [7. Trade Date: ]11 Effective Date: _____________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 6 List each Assignor, as appropriate. 7 List each Assignee, as appropriate. 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”, “Term Commitment”, etc.). 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]12 Accepted: KEYBANK NATIONAL ASSOCIATION, as Borrower Administrative Agent By: Name: Title: ] To[Consented to:]13 By: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and GentlemenName: Reference is made to Title: 12 To be added only if the Credit and Guaranty Agreement dated as consent of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge terms of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]Credit Agreement.

Assigned Interest. Facility Assigned For assignment of Commitments: Aggregate Amount of Term Loans Commitments for all Lenders Amount of Term Loans Commitment Assigned by Assignor Percentage Assigned of Commitment for all Lenders[4] Termination Date of Commitment Assigned as of the date hereof $ $ % $ $ % $ $ % For assignment of Competitive Bid Advances: Date of Advance Assigned Aggregate Amount of Competitive Bid Advances Owed to Assignor (not giving effect to assignment) Amount of Competitive Bid Advance Assigned Percentage Assigned of Term Loans1 [Term LoansCompetitive Bid Advance[5] [Incremental Term Loans][Incremental Equivalent DebtInterest Rate / Interest Rate Type Maturity Date $ $ % $ $ % $ $ % For assignment of Swing Line Advances:[6] Date of Advance Assigned Aggregate Amount of Swing Line Advances Owed to Assignor (not giving effect to assignment) Amount of Swing Line Advance Assigned Percentage Assigned of Swing Line Advance[7] Section 2.04(b) Repayment Date $ $ % $ $ % $ $ % Effective Date: ______________, 20__ 201_[8] [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 [4] Set forth, to at least 9 decimals, as a percentage of the Loans Commitment of all Lenders thereunderLenders. [5] Set forth, to at least 9 decimals, as a percentage of the Competitive Bid Advance being assigned. [6] Applicable to assignments by Swing Line Lenders. [7] Set forth, to at least 9 decimals, as a percentage of the Competitive Bid Advance being assigned. [8] This date should be no earlier than five Business Days after the delivery of this Assignment and Acceptance to the Agent. The Assignee agrees to deliver to the Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Parent Borrower or any Foreign Subsidiary Borrower and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Acceptance are hereby agreed to: By: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________________________ of the BorrowerNAME OF ASSIGNOR By:______________________________ Name: Title: _________________________________ NAME OF ASSIGNEE By:______________________________ Name: Title: Domestic Lending Office [Address] Eurocurrency Lending Office [Address] [Consented to and][9] Accepted: JPMORGAN CHASE BANK, and thatN.A., as suchAgent By_________________________________ Name: Title: [Consented to: MONSANTO COMPANY By________________________________ Name: Title:][10] [11][Consented to: JPMORGAN CHASE BANK, he/she N.A., as Issuing Lender By________________________________ Name: Title: Consented to: CITIBANK, N.A., as Issuing Lender By________________________________ Name: Title: [10] Consent shall not be required if Assignee is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf an Eligible Assignee by reason of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(aclause (a) or clause (b) of the Agreement for the fiscal year definition of [Holdings] “Eligible Assignee” or if an Event of Default has occurred and its Subsidiaries ended as is continuing and shall be deemed unless Parent Borrower objects in writing within ten Business Days after receiving notice of the above date, together with the report and opinion proposed assignment. [11] None of the independent certified public accountant following consents shall be required if Assignee is an Eligible Assignee by such Section. Also attached hereto as Schedule 1 are [reason of clause (i)] a management discussion and analysis of financial results with respect to such financial statements [and a) or clause (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(bb) of the Agreement for the fiscal quarter definition of “Eligible Assignee.” [Holdings9] ended as Consent shall not be required if Assignee is an Eligible Assignee by reason of clause (a) or clause (b) of the above date. Such financial statements fairly present in all material respects the financial conditiondefinition of “Eligible Assignee.” EXHIBIT C: FORM OFASSIGNMENT AND ACCEPTANCE Consented to: BANK OF AMERICA, results of operationsN.A., shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal periodIssuing Lender By________________________________ Name: Title:]

Assigned Interest. Facility Assigned Aggregate Amount of Term Commitment/Loans for all Lenders Class ofLoans Assigned Amount of Term Commitment/Loans Assigned Assigned2 Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment/Loans under Relevant Class3 CUSIP Number $ $ % $ $ % $ $ % Effective Date: _____________[•] [•], 20__ 20[•] [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Set forth]. THE PARTIES HERETO ACKNOWLEDGE THAT, to at least 9 decimalsIN THE EVENT THAT ANY ASSIGNMENT IS MADE TO ANY DISQUALIFIED LENDER OR ANY AFFILIATE OF ANY DISQUALIFIED LENDER OR, as a percentage of the Loans of all Lenders thereunderTO THE EXTENT THE BORROWER’S CONSENT IS REQUIRED UNDER SECTION 9.6 OF THE CREDIT AGREEMENT, TO ANY OTHER PERSON, IN EACH CASE WITHOUT THE CONSENT OF THE BORROWER, THE BORROWER SHALL BE ENTITLED TO PURSUE THE REMEDIES DESCRIBED IN SECTION 9.6 OF THE CREDIT AGREEMENT. The terms set forth in this Assignment are hereby agreed to: By: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the __________________ 2 Not to be less than $1,000,000 of Term Loans and Term Commitments unless the Borrower, Borrower and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf otherwise consent. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE HAS EXAMINED THE LIST OF DISQUALIFIED LENDERS AND (I) REPRESENTS AND WARRANTS THAT (A) IT IS NOT IDENTIFIED ON SUCH LIST AND (B) IT IS NOT AN AFFILIATE OF ANY LENDER IDENTIFIED ON SUCH LIST [(OTHER THAN, IN THE CASE OF THIS CLAUSE (B), A BONA FIDE DEBT FUND)]4 AND (II) ACKNOWLEDGES THAT ANY ASSIGNMENT MADE TO ANY DISQUALIFIED LENDER OR AN AFFILIATE OF A DISQUALIFIED LENDER (OTHER THAN A BONA FIDE DEBT FUND) SHALL BE SUBJECT TO SECTION 9.6 OF THE CREDIT AGREEMENT. ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Administrative Agent5 By: Name: Title: By: Name: Title: ____________________ 4 Insert bracketed language if Assignee is a bona fide debt fund. 5 To be added only if the consent of the Administrative Agent is required. [Consented to:]6 CALPINE CONSTRUCTION FINANCE COMPANY, L.P., as the Borrower By: Name: Title: ____________________ 6 To be added only if the consent of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements is required by Section 6.01(a9.6(b)(i)(A) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]Credit Agreement. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Term Commitment/Loans for all Lenders Amount of Term Commitment/Loans Assigned Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________[ , 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE 20 ]4 The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Parent Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF RECORDATION ASSIGNOR By: Title: NAME OF TRANSFER IN THE REGISTER THEREFOR.] 1 ASSIGNEE By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. The terms set forth 4 To be inserted by the Administrative Agent and which shall be the effective date of recordation of transfer in this Assignment are hereby agreed tothe Register therefor. Consented to and Accepted: By: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding AmericasJPMORGAN CHASE BANK, LLCN.A., as Administrative Agent Ladies By Title: [Consented to:]5 [CREDIT RE OPERATING COMPANY, LLC] By Title: 5 Consent of the Parent Borrower is not required (i) for an assignment to a Lender, an affiliate of a Lender or an Approved Fund (as defined below) or (ii) if an Event of Default under Section 8(a) or (f) has occurred and Gentlemen: Reference is made to the continuing. Credit and Guaranty Agreement Agreement, dated as of December [__[ ], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, time (the “Credit Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx PurchaserCredit RE Operating Company, Inc., a Delaware corporation LLC (“Purchaser” and, prior to the consummation of the Acquisition, the ““ Parent Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time Subsidiary Borrowers party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding AmericasJPMorgan Chase Bank, LLC (together with one or more sub-agents or designees)N.A., as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, administrative agent (in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officercapacity, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the “Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]”)

Assigned Interest. Facility Assigned Assigned3 Aggregate Amount of Term Commitment/Loans for all Lenders Amount of Term Commitment/Loans Assigned Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment/Loans4 $ $ % $ $ % $ $ % Effective Date: _____________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR By: Title: NAME OF ASSIGNEE By: Title: 3 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Tranche A Term Commitment,” “Tranche B Term Commitment”). 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. The terms set forth in this Assignment are hereby agreed toConsented to and Accepted: JPMorgan Chase Bank, N.A., as Agent and an LC Issuer By: Name: Title: Bank of America, N.A., as an LC Issuer By: Name: Title: as Borrower [NOTE: PLUG IN ACTUAL NAME OF ENTITY6 By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made :] 6 Pursuant to § 12.3(b) of the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to timeAgreement, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf consent of the Borrower and its Restricted SubsidiariesRepresentative is required prior to an assignment becoming effective unless the Assignee is a Lender, in such capacity and without any personal liabilityan Affiliate of a Lender or an Approved Fund, and hereby certifies on behalf provided that, the consent of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements Representative is not required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] if a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Datecontinuing.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Term Commitment/Loans for all Lenders Amount of Term Commitment/ Loans Assigned Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Liquidity Commitment”, “Energy Hedging Commitment”, etc.). 3 Set forth, to so at least 9 decimals, as a percentage of the Liquidity Commitment/Liquidity Loans of all Liquidity Lenders thereunder and/or as a percentage of the Energy Hedging Commitment/Energy Hedging Loans of all Energy Hedging Lenders thereunder, as applicable. The terms set forth in this Assignment are hereby agreed to[Consented to and Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent [, as Swingline Lender and as a Liquidity Issuing Bank] / [and as an Energy Hedging Issuing Bank] By: Name: Title: THE ROYAL BANK OF SCOTLAND PLC, as an Energy Hedging Issuing Bank By: Name: Title:]4 [Consented to: PUGET SOUND ENERGY, INC. By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas]5 4 To be added only if the consent of the Administrative Agent, LLC, as Administrative Agent Ladies the Swingline Lender and Gentlemen: Reference the Liquidity Issuing Banks and/or Energy Hedging Issuing Banks is made to required by the terms of the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, 5 To be added only if the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf consent of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge terms of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Term Commitment/Loans for all Lenders Amount of Term Commitment/Loans Assigned Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR By: Title: NAME OF ASSIGNEE By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. The terms set forth in this Assignment are hereby agreed toConsented to and Accepted: By: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding AmericasJPMORGAN CHASE BANK, LLCN.A., as Administrative Agent Ladies By Title: [Consented to:]3 MARRIOTT OWNERSHIP RESORTS, INC. By Title: [NAME OF ANY OTHER RELEVANT PARTY] By Title: 3 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Lender) is required by the terms of the Amended and Gentlemen: Restated Credit Agreement. Reference is made to the that certain Amended and Restated Credit and Guaranty Agreement Agreement, dated as of December [__]November 30, 2018 2012, among Marriott Vacations Worldwide Corporation (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “AgreementMVWC”; the terms defined therein being used herein as therein defined), among Lxxxxx PurchaserMarriott Ownership Resorts, Inc., a Delaware corporation Inc. (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time Lenders party thereto, the Lenders from time to time party thereto Documentation Agents and Nomura Corporate Funding AmericasSyndication Agents named therein and JPMorgan Chase Bank, LLC (together with one or more sub-agents or designees)N.A., as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, administrative agent (in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officercapacity, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the “Administrative Agent) has occurred during such fiscal period”).] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]

Assigned Interest. Facility Assigned Aggregate Amount of Term Commitment/Loans for all Lenders Class of Loans Assigned Amount of Term Commitment/Loans Assigned Assigned2 Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment/Loans under Relevant Class3 CUSIP Number $ $ % $ $ % $ $ % Effective Date: _____________[●] [●], 20__ [●] [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].] 1 SECTION 17. THE PARTIES HERETO ACKNOWLEDGE THAT ANY ASSIGNMENT TO ANY DISQUALIFIED INSTITUTION WITHOUT OBTAINING THE REQUIRED CONSENT OF THE TOP BORROWER OR, TO THE EXTENT THE TOP BORROWER’S CONSENT IS REQUIRED UNDER SECTION 9.05 OF THE FIRST LIEN CREDIT AGREEMENT, TO ANY OTHER PERSON, SHALL BE NULL AND VOID, AND, IN THE EVENT OF ANY SUCH ASSIGNMENT (AND ANY ASSIGNMENT TO ANY AFFILIATE OF ANY DISQUALIFIED INSTITUTION (OTHER THAN A BONA FIDE DEBT FUND)), ANY BORROWER SHALL BE ENTITLED TO PURSUE THE REMEDIES DESCRIBED IN SECTION 9.05 OF THE FIRST LIEN CREDIT AGREEMENT. 2 Not to be less than (x) $1,000,000 in the case of Term Loans and Commitments in respect of Term Loans and (y) $5,000,000 in the case of Revolving Loans and Revolving Credit Commitments unless the Top Borrower and the Administrative Agent otherwise consent. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: □ ASSIGNEE HAS EXAMINED THE LIST OF DISQUALIFIED INSTITUTIONS AND (I) REPRESENTS AND WARRANTS THAT (A) IT IS NOT IDENTIFIED ON SUCH LIST AND (B) IT IS NOT AN AFFILIATE OF ANY INSTITUTION IDENTIFIED ON SUCH LIST [(OTHER THAN, IN THE CASE OF THIS CLAUSE (B), A BONA FIDE DEBT FUND)]4 AND (II) ACKNOWLEDGES THAT ANY ASSIGNMENT MADE TO AN AFFILIATE OF A DISQUALIFIED INSTITUTION (OTHER THAN A BONA FIDE DEBT FUND) SHALL BE SUBJECT TO SECTION 9.05 OF THE FIRST LIEN CREDIT AGREEMENT.5 ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: JPMORGAN CHASE BANK, N.A., as Borrower Administrative Agent6 By: Name: Title: ] ToName: Nomura Corporate Funding Americas, LLCTitle: [ISSUING BANK]7 Name: Title: [SWINGLINE LENDER, as Administrative Agent Ladies and GentlemenSwingline Lender]8 Name: Reference is made to the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (Title: 4 Insert bracketed language if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following Assignee is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal periodBona Fide Debt Fund.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]

Assigned Interest. Assignor[s]8 Assignee[s]9 Facility Assigned Assigned10 Aggregate Amount of Term Commitment/Loans for all Lenders Lenders11 Amount of Term Commitment/Loans Assigned Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment/ Loans12 CUSIP Number $ $ % $ $ % Effective $ $ % [8. Trade Date: _____________]13 Operative Date: , 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 8 List each Assignor, as appropriate. 9 List each Assignee, as appropriate. 10 Fill in the appropriate terminology for the types (and, if necessary, Class) of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g., Term A Dollar Loans, Term A Euro Loans, Term B Dollar Loans, Term B Euro Loans, U.S. Revolving Credit Commitments, Japanese Revolving Credit Commitments, Swiss/Multicurrency Revolving Credit Commitments, Incremental Term Loans, Incremental Revolving Credit Commitments, Other Term Loans, Other Revolving Credit Loans, a given Extension Series of Extended Term Loans, a given Extension Series of Extended Revolving Credit Commitments, etc.). 11 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Operative Date. 12 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 13 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]14 Accepted for Recordation in the Register: BANK OF AMERICA, N.A., as Borrower Administrative Agent By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and Consented to:]15 [L/C Issuer. The undersigned, a Responsible Officer ] By: Name: Title: 14 To be added only if the consent of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge terms of the undersigned Responsible Officer and to Credit Agreement. 15 To be added only if the extent consent of L/C Issuer is required by the Beneficial Ownership Regulation, terms of the following Credit Agreement. [Consented to:]16 [Swing Line Lender] By: Name: Title: [Consented to]:17 IQVIA INC. By: Name: Title: 16 To be added only if the consent of the Swing Line Lender is a list required by the terms of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]Credit Agreement.

Assigned Interest. Facility Assigned Assignor[s]5 Assignee[s]6 Aggregate Amount of Term Loans Amount of Commitment/Notes for all Lenders Lenders7 Amount of Term Loans Assigned Commitment/Notes Assigned8 Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment/ Notes9 CUSIP Xxxxxx00 $ $ $ % $ $ $ % $ $ $ % [8. Trade Date: ] Effective Date: _____________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE THE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 8 After giving effect to Assignee’s purchase and assumption of the Assigned Interest, the aggregate principal amount of Notes held at any one time by Affiliated Purchasers shall not exceed 25% of the original principal amount of all Notes at such time outstanding (such percentage, the “Affiliated Purchaser Cap”). To the extent any assignment to an Affiliated Purchaser would result in the aggregate principal amount of all Notes held by Affiliated Purchasers exceeding the Affiliated Purchaser Cap, the assignment of such excess amount will be void ab initio. 9 Set forth, to at a least 9 decimals, as a percentage of the Loans Commitment/Notes of all Lenders Purchasers thereunder. 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: as Borrower Accepted for Recordation in the Register KGH INTERMEDIATE HOLDCO II, LLC By: KGH Intermediate Holdco I, LLC, its managing member, By: Xxxxx Group Holdings, LLC, its managing member By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]

Assigned Interest. Facility Assigned Assigned22Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” “Term Loan Commitment,” etc.) Aggregate Amount of Term Loans for Commitment/Loansfor all Lenders Amount of Term Commitment/Loans Assigned Percentage Assigned AssignedofCommitment/Loans33Set forth, to at least 9 decimals, as a percentage of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] the applicable Commitment/Loans of all Lenders thereunder. $ $ % $ $ % $ $ % Effective Date: _____________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Set forthThe Assignee, if not already a Lender, agrees to at least 9 decimalsdeliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, as a percentage of the Loans of all Lenders thereunderother Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ByASSIGNOR[NAME OF ASSIGNOR]By: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ _____________Title: ASSIGNEE[NAME OF ASSIGNEE]By: ___________________________Title: [Consented to and]44To be added only if the consent of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf is required by the terms of the Credit Agreement. Accepted:JPMORGAN CHASE BANK, N.A., asAdministrative AgentBy: ___________________________Title: [Consented to:]55To be added only if the consent of the Borrower and its Restricted Subsidiariesand/or other parties (e.g., in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(aIssuing Banks) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge terms of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]Credit Agreement.[NAME OF RELEVANT PARTY]By: ___________________________Title:

Assigned Interest. Facility Assigned Aggregate Amount of Term Commitment/Loans for all Lenders Amount of Term Commitment/Loans Assigned Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment/Loans2 $ $ % $ $ % $ $ % 1 Select as applicable. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. Effective Date: _____________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Set forthThe Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, to at least 9 decimalsthe other Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, as a percentage of the Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR By: Title: NAME OF ASSIGNEE By: Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Name: Title: ByConsented to: [MARRIOTT OWNERSHIP RESORTS, INC. By Name: Title:]3 JPMORGAN CHASE BANK, N.A., as an Issuing Lender By Name: Title: BANK OF AMERICA, N.A., as Borrower By: an Issuing Lender By Name: Title: ] To: Nomura Corporate Funding Americas, LLCSUNTRUST BANK, as Administrative Agent Ladies and Gentlemenan Issuing Lender By Name: Title: [[NAME OF ANY OTHER ISSUING LENDER], as an Issuing Lender By Name: Title:] 3 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. Reference is made to the that certain Credit and Guaranty Agreement Agreement, dated as of December [__●], 2018 2017, among Marriott Vacations Worldwide Corporation (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “AgreementMVWC”; the terms defined therein being used herein as therein defined), among Lxxxxx PurchaserMarriott Ownership Resorts, Inc., a Delaware corporation Inc. (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Productsthe Lenders party thereto and JPMorgan Chase Bank, Inc.N.A., a Delaware corporation as administrative agent (“LPP” and immediately upon consummation of the Acquisitionin such capacity, the “BorrowerAdministrative Agent”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Term Commitment/Loans for all Lenders Banks* Amount of Term Commitment/Loans Assigned Assigned* Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] $ $ % $ $ % Effective Date: Commitment/Loans3 CUSIP Number _____________, 20__ $_______________ $______________ ____________% _______________ $_______________ $______________ ____________% _______________ $_______________ $______________ ____________% [7. Trade Date: ]4 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE THE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Delayed Draw Term Commitment”, etc.). * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders Banks thereunder. The terms set forth in this Assignment are hereby agreed to: 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: BANK OF AMERICA, N.A., as Agent By: Name: Title: as Borrower [Consented to:] [BOSTON PROPERTIES LIMITED PARTNERSHIP By: Boston Properties, Inc., its sole general partner By: (SEAL) Name: Title:]5 [BANK OF AMERICA, N.A., as a Fronting Bank By: Title: ] To: Nomura Corporate Funding AmericasJPMORGAN CHASE BANK, LLCN.A., as Administrative Agent Ladies and Gentlemena Fronting Bank By: Reference Title:]6 5 To be added only if no Event of Default exists. 6 To be added if there is made to the an assignment of a Revolving Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]Commitment. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]

Assigned Interest. Assignor[s]6 Assignee [s]7 Facility Assigned Assigned8 Aggregate Amount of Term Commitments / Loans for all Lenders Lenders9 Amount of Term Commitments/ Loans Assigned Percentage Assigned of Term Loans1 [Commitments/ Loans10 CUSIP Number 5 If the Assignee hereunder is an Affiliated Lender, do NOT use this Exhibit D-l to the Credit Agreement. Instead, use Exhibit D-2 to the Credit Agreement. 6 List each Assignor, as appropriate. 7 List each Assignee, as appropriate. 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Closing Date Term Loans] [,” “Revolving Commitment,” “Incremental Revolving Credit Commitment,” “Incremental Term Loans][Incremental Equivalent Debt] Loans,” “Other Revolving Commitments,” “Other Term Loans,” “Extended Term Loans,” “Extended Revolving Commitments,” “Replacement Loans,” etc.). 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Commitments/Loans of all Lenders thereunder. $ $ % $ $ % $ $ % [8. Trade Date: ]11 Effective Date: ________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Set forth, 11 To be completed if the Assignor and the Assignee intent that the minimum assignment amount is to at least 9 decimals, be determined as a percentage of the Loans of all Lenders thereunderTrade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]12 Accepted for Recordation in the Register: XXXXXXX XXXXX BANK USA, as Borrower Administrative Agent By: Name: Title: [Consented to:]13 [Issuing Bank] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to 12 To be added only if the Credit and Guaranty Agreement dated as consent of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge terms of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]Credit Agreement.

Assigned Interest. ​ Facility Assigned Assigned2 Aggregate Amount of Term Commitment/Loans for all Lenders Amount of Term Commitment/Loans Assigned Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment/Loans3 ​ $ $ % ​ $ $ % ​ $ $ % ​ Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 ​ PLEASE ENSURE THAT THE AMOUNT TRANSFERRED BY ONE LENDER TO ANOTHER LENDER IN RELATION TO A LOAN/COMMITMENT TO ANY BORROWER IS AT LEAST EUR 5,000,000 (OR ITS EQUIVALENT IN ANOTHER CURRENCY) OR SUCH OTHER AMOUNT SPECIFIED FOR THIS PURPOSE UNDER OR FOR THE PURPOSES OF THE DUTCH FINANCIAL SUPERVISION ACT (WET OP HET FINANCIEEL TOEZICHT) INCLUDING ANY REGULATIONS ISSUED PURSUANT THERETO. OTHERWISE, INSERT A CONFIRMATION BY THE NEW LENDER WHO LENDS TO THE RELEVANT BORROWER THAT THE NEW LENDER IS A PROFESSIONAL MARKET PARTY WITHIN THE MEANING OF THE FINANCIAL SUPERVISION ACT (WET OP HET FINANCIEEL TOEZICHT) INCLUDING ANY REGULATIONS ISSUED PURSUANT THERETO. ​ The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and the Subsidiaries and Affiliates of the Borrower, or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Commitment,” “Revolving Credit,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ​ ​ The terms set forth in this Assignment and Assumption are hereby agreed to: ​ ​ [NAME OF ASSIGNOR] ​ By: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement dated as of December [:__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the ____________________________ of the BorrowerTitle: ​ ​ [NAME OF ASSIGNEE] ​ By:______________________________ Title: ​ ​ ​ ​ [Consented to and]4 Accepted: ​ HSBC BANK USA, and thatNATIONAL ASSOCIATION, as such, he/she is authorized to execute and deliver this Compliance Certificate to Administrative Agent ​ ​ By_________________________________ Title: ​ ​ [Consented to:]5 ​ [NAME OF RELEVANT PARTY] ​ ​ By________________________________ Title: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4 To be added only if the consent of the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge terms of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]Credit Agreement.

Assigned Interest. (a) Assignor's Facility Assigned A Committed Sum prior to giving effect to the Assignment to Assignee $ ------------------- (b) Aggregate Amount Borrowings owed to Assignor (inclusive of Term Loans for all Lenders Amount participations in L/C's and Swing Line Loans, if any), immediately prior to giving effect to the assignment to Assignee $ ------------------- (c) Aggregate Borrowings owed to Assignor (exclusive of Term Loans Assigned participations in L/C's and Swing Line Loans, if any), immediately prior to giving effect to the assignment to Assignee $ ------------------- (d) Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Interest in Facility A Commitment and Borrowings being assigned to Assignee by Assignor (not less than $10,000,000, when aggregated with any concurrent assignments from Assignor to Assignee under Facility B and the 364-Day Facility, but in no event less than $1,000,000) % ------------------- 2. Adjustments after giving effect to Assignment between Assignor and Assignee: (a) Assignor's Facility A Committed Sum $ $ % $ $ % Effective Date: _____________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Set forth, ------------------- (b) Assignee's Facility A Committed Sum acquired from Assignor pursuant to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: By: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement dated as $ ------------------- (c) Assignor's aggregate Facility A Borrowings (inclusive of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified participations in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersignedC's and Swing Line Loans, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) $ ------------------- (which may be in footnote form onlyd) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) Assignee's Facility A Borrowings (inclusive of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial conditionL/C's and Swing Line Loans, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) acquired from Assignor pursuant to this Assignment $ ------------------- (which may be e) Assignor's aggregate Facility A Borrowings (exclusive of participations in footnote form onlyL/C's and Swing Line Loans, if any) $ ------------------- (f) Assignee's Facility A Borrowings (exclusive of L/C's and Swing Line Loans, if any) acquired from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and Assignor pursuant to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]Assignment $ -------------------

Assigned Interest. Facility Assigned Assignor[s]6 Assignee[s]7 Aggregate Amount of Term Commitment/Loans for all Lenders Lenders8 Amount of Term Commitment/Loans Assigned Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment/Loans 9 $ $ % $ $ % $ $ % $ $ % 7. [Trade Date: ] 10 Effective Date: _____________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 5 To be added for each Assignee that is an Affiliate of a Lender. 6 List each Assignor, as appropriate. 7 List each Assignee, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. D-2 Form of Assignment and Assumption D-3 Form of Assignment and Assumption [THE][EACH] ASSIGNEE HEREBY REPRESENTS AND WARRANTS THAT (A) IT HAS REQUESTED AND REVIEWED EACH LIST OF PERSONS REFERRED TO IN THE DEFINITION OF “INELIGIBLE ASSIGNEE” (AS DEFINED IN THE CREDIT AGREEMENT) AND (B) UPON REVIEW, IT IS NOT AN INELIGIBLE ASSIGNEE OR AN AFFILIATE OF AN INELIGIBLE ASSIGNEE. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[S]: [NAME OF ASSIGNOR(S)] By: Name: Title: ASSIGNEE[S]: [NAME OF ASSIGNEE(S)] By: Name: Title: ANNEX 1 TO ASSIGNMENT AND ASSUMPTION D-4 Form of Assignment and Assumption [Consented to and]1 Accepted: ROYAL BANK OF CANADA, as Administrative Agent By: Name: Title: [Consented to:]2 MIDWEST HOLDING INC., as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to 1 To be added only if the Credit and Guaranty Agreement dated as consent of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge terms of the undersigned Responsible Officer and to Credit Agreement. 2 To be added only if the extent consent of the Borrowers is required by the Beneficial Ownership Regulation, terms of the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Term Commitment/ Loans for all Lenders Amount of Term Commitment/Loans Assigned Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment/ Loans2 Revolving Credit Commitment $ $ % $ $ % Effective Date: _____________ $ _, 20____________ __________ % Credit-Linked Commitment $ _____________ $ _____________ __________ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Select as applicable. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. thereunder The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: BNP PARIBAS, as Administrative Agent By: Name: Title: By: Name: Title: Consented to: [BNP PARIBAS, as Borrower a Revolving Issuing Lender By: Name: Title:]3 3 Include for Assignments of Revolving Credit Commitment. [BANK OF AMERICA, N.A. as a Revolving Issuing Lender By: Name: Title:]4 [CALYON NEW YORK BRANCH, as a Revolving Issuing Lender By: Name: Title:]5 [BNP PARIBAS, as a Credit-Linked Issuing Lender By: Name: Title:]6 4 Include for Assignments of Revolving Credit Commitment. 5 Include for Assignment of a Revolving Credit Commitment. 6 Include for Assignment of a Credit-Linked Commitment. [BANK OF AMERICA, N.A. as a Credit-Linked Issuing Lender By: Name: Title:]7 [Consented to: SEMGROUP CORPORATION [IF APPLICABLE], as Borrowers’ Agent By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to the :] 7 Include for Assignments of Credit-Linked Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]Commitment. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned Assigned11 Aggregate Amount of Term Commitment/ Loans for all Lenders Lenders12 Amount of Term Commitment/ Loans Assigned Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment/ Loans13 CUSIP Number $ $ % $ $ % $ $ % 7. [Trade Date: ]14 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”, “Term Commitment”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] BY: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] Name: Title: [Consented to and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: By: Name: Title: [Consented to:]16 FABRINET, as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to 15 To be added only if the Credit and Guaranty Agreement dated as consent of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge terms of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]Credit Agreement.

Assigned Interest. Facility Assigned Assigned1 Aggregate Amount of Term Commitment/Loans for of all Lenders Lenders2 Amount of Term Commitment/Loans Assigned Assigned3 Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Aggregate Commitment/Loans of all Lenders4 $ $ % $ $ % $ $ % [7. Trade Date: ]5 Effective Date: _____________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Term Loans”, “Incremental Term Loans” , “Extended Term Loans”, “Revolving Credit Commitments”, “Incremental Revolving Credit Commitments”, “Extended Revolving Credit Commitments”, “ Other Revolving Credit Commitments”, etc.). Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date 3 Except in the cases of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any class, the amount shall not be less than $5,000,000 (in the case of a Revolving Credit Loan or Revolving Credit Commitment) or, $1,000,000 (in the case of a Term Loan), and shall be in increments of $1,000,000 (in the case of each Revolving Credit Loan or Revolving Credit Commitment) or $1,000,000 (in the case of Term Loans) in excess thereof. 4 Set forth, to at least 9 8 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR], as Assignor By: Name: Title: [NAME OF ASSIGNEE], as Assignee By: Name: Title: [Consented to and]6 Accepted: DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent[, Swing Line Lender and L/C Issuer]7 8 By: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement dated as 6 No consent of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf shall be required for an assignment of the Borrower and its Restricted Subsidiariesa Term Loan to a Lender, in such capacity and without any personal liability, and hereby certifies on behalf an Affiliate of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]Lender or an Approved Fund. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]

Assigned Interest. Facility Assigned Aggregate Amount of Term Loans for all Lenders Total Commitment Amount of Term Loans Assigned Commitment Assigned2 Percentage Assigned of Term Loans1 Commitment3 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] $ $ % $ $ % 7. Trade Date: __________________]4 Effective Date: __________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. The terms set forth in this Assignment and Acceptance are hereby agreed to: By: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the ________________ 2The amount of the Borrower, Commitment assigned by the Assignor pursuant to this Assignment and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that Acceptance (determined as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] this Assignment and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and Acceptance is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AG, NEW YORK BANK], as Administrative Agent By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred during such fiscal period.and is continuing. An [*] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) represents confidential information that has occurred during such fiscal period:]been omitted and filed separately with the Securities and Exchange Commission.

Assigned Interest. 15Select as applicable. Facility Assigned Aggregate Amount of Term Commitment/Loans for all Lenders Amount of Term Commitment/Loans Assigned Percentage Assigned of Commitment/Loans10 Tranche B Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] $ $ Loans $350,000,000.00 $______________ ____________% $ $ Revolving Loans $101,250,000.00 $______________ ____________% Effective Date: ______________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Set 10Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR By: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement dated as of December [:__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _____________________ of the Borrower, Title: ASSIGNEE By:_______________________ Title: Consented to and thatAccepted: BARCLAYS BANK PLC, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf By:_______________________ Title: [Consented to: By:_______________________ Title: ]17 17To be added only if the consent of the Borrower is required for the applicable assignment by the terms of the Credit Agreement. The $451,250,000 Credit and its Restricted SubsidiariesGuaranty Agreement, in such capacity dated as of October 10, 2012 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and without any personal liabilitynot otherwise defined herein being used herein as therein defined), by and among RADNET MANAGEMENT, INC., RADNET, INC., certain Subsidiaries and Affiliates of Borrower, as Guarantors, the Lenders party thereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Syndication Agent, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, and hereby certifies on behalf of RBC CAPITAL MARKETS18 and DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agents. Capitalized terms used but not defined herein have the Borrower that as of meanings given to them in the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]Credit Agreement. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]

Assigned Interest. Facility Assigned Aggregate Amount of Term Commitments/Loans for of the applicable Class of all Lenders Amount of Term the Commitments/Loans of the applicable Class Assigned Percentage Assigned of Aggregate Amount of Commitments/Loans of the applicable Class of all Lenders Set forth, to at least 9 decimals, as a percentage of the Commitments/Loans of all Lenders of any Class, as applicable. Dollar Revolving Commitments/Loans Multi-Currency Revolving Commitments/Loans Tranche A Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitments/Loans $ $ % Tranche B Term Commitments/Loans $ $ % [ ] In the event Incremental Term Loans or Incremental Revolving Commitments of any Class are established under Section 2.21 of the Credit Agreement or any new Class of Loans or Commitments is established pursuant to Section 2.22 or 2.23 of the Credit Agreement, refer to the Class of such Loans assigned. $ $ % Effective Date: _____________, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Set forthThe Assignee, if not already a Lender, agrees to at least 9 decimalsdeliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, as a percentage of the Loans of all Lenders thereunderincluding Federal and State securities laws. The terms set forth in this Assignment above are hereby agreed to: By: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC________________, as Administrative Agent Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement dated as of December [Assignor, by __], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the ___________________________ of the Borrower, and thatName: Title: ________________, as suchAssignee, he/she is authorized by _____________________________ Name: Title: [Consented to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiariesand] Accepted: JPMORGAN CHASE BANK, in such capacity and without any personal liabilityN.A., and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period, by _____________________________ Name: Title: Consented to: [ALLEGION US HOLDING COMPANY INC.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required , by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period_____________________________ Name: Title:]

Assigned Interest. Facility Assigned Aggregate Amount of Term Loans Commitment/Loans/ Obligations for all Lenders Amount of Term Loans Commitment/Loans/ Obligations Assigned Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment/Loans/ Obligations2 Dollar Working Capital Facility Commitment $ $ % Multicurrency Working Capital Facility Commitment $ $ % Effective Date: _____________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] Acquisition Facility Commitment $ $ % 1 Select as applicable. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers, the other Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal, state, provincial and territorial securities laws. The terms set forth in this Assignment and Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: [JPMORGAN CHASE BANK, N.A., as a Dollar Working Capital Facility Issuing Lender, and a Dollar Swing Line Lender By: Name: Title: [ ], as [a Dollar Working Capital Facility Issuing Lender] [a Dollar Swing Line Lender], By: Name: Title: By: Name: Title:]3 3 Include for Assignments of [Dollar Working Capital Facility Commitment] [Dollar Swing Line Facility Commitment]. [JPMORGAN CHASE BANK, N.A., as a Multicurrency Working Capital Facility Issuing Lender, and a Multicurrency Swing Line Lender] By: Name: Title: [ ], as a [Multicurrency Working Capital Facility Issuing Lender] [a Multicurrency Swing Line Lender], By: Name: Title: By: Name: Title:]4 4 Include for Assignments of Multicurrency Working Capital Facility Commitment. [JPMORGAN CHASE BANK, N.A., as an Acquisition Facility Issuing Lender By: Name: Title: [ ], as an Acquisition Facility Issuing Lender, By: Name: Title: By: Name: Title:]5 [Consented to: XXXXXXX OPERATING RESOURCES LLC, as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to Title:]6 5 Include for Assignments of Acquisition Facility Commitment. 6 Include if required by Section 11.7(c) of the Credit Agreement. ANNEX 1 Amended and Guaranty Agreement Restated Credit Agreement, dated as of December [__]9, 2018 2014 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, time (the “Credit Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation Xxxxxxx Operating Resources LLC (“Purchaser” and, prior to the consummation of the Acquisition, the “U.S. Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation Kildair Service Ltd. (“LPPKildair”), Xxxxxxx Resources ULC (“AcquireCo” and immediately upon consummation of the Acquisitionand, together with Kildair, the “BorrowerInitial Canadian Borrowers”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americasparties thereto, LLC JPMorgan Chase Bank, N.A., as administrative agent (together with one or more sub-agents or designeesin such capacity, the “Administrative Agent”), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotesother agents parties thereto. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect Capitalized terms used but not defined herein shall have the meanings given to such financial statements [and (ii) them in the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]Credit Agreement. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE AGREEMENT

Assigned Interest. Facility Assigned Aggregate Amount of Term Loans for all Lenders Amount of Term Commitments / Loans Assigned Percentage Assigned of Term Loans1 [Term Aggregate Amount of Commitments / Loans of all Lenders1 Multicurrency Tranche Commitments / Loans] [Incremental Term Loans][Incremental Equivalent Debt] $ : $ % $ US Tranche Commitments / Loans: $ % Effective Date: _____________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] ]. __________ 1 Set forth, to at least 9 decimals, as a percentage of the Commitments / Loans of all Lenders thereunderof the applicable Class. The terms set forth in this Assignment and Acceptance are hereby agreed to: By: [NAME OF ASSIGNOR], as Assignor, by Name: Title: By: [NAME OF ASSIGNEE], as Assignee, by Name: Title: [Consented to and]2 Accepted: JPMORGAN CHASE BANK, N.A., as Borrower By: Administrative Agent [and Swingline Lender], by Name: Title: ] To: Nomura Corporate Funding AmericasTHE BANK OF TOKYO-MITSUBISHI UFJ, LLCLTD., as Administrative Agent Ladies and GentlemenIssuing Bank, by Name: Reference is made to the Credit and Guaranty Agreement dated as of December [__]Title: XXXXXX XXXXXXX SENIOR FUNDING, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees)INC., as Administrative Agent and L/C Issuer. The undersignedIssuing Bank, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _____by Name: Title: __________ of 2 To be completed by the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and applicable parties to the extent consents are required under the Credit Agreement. BARCLAYS BANK PLC, as Swingline Lender, by the Beneficial Ownership RegulationName: Title: BANK OF AMERICA, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required N.A., as Swingline Lender, by the Beneficial Ownership RegulationName: Title: CITIBANK, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]N.A., as Swingline Lender, by Name: Title: COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Swingline Lender, by Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender, by Name: Title: XXXXXXX COMPANY, by Name: Title: STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE1

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Term Commitment/Loans for all Lenders Amount of Term Commitment/Loans Assigned Percentage Assigned of Term Loans1 Commitment/Loans3 Tranche A Commitment [Term Loans$] [Incremental Term Loans][Incremental Equivalent Debt$] $ $ % $ $ Tranche B Commitment [$] [$] % Revolving Commitment [$] [$] % 1 Select as applicable. 2 Revolving Credit (includes participations in Letters of Credit) / Competitive Loans 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Set forthThe Assignee (in the case of an Assignee that is not a Lender) agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: as Borrower By[Consented to and] 4 Accepted: Name: Title: ] To: Nomura Corporate Funding AmericasJPMORGAN CHASE BANK, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees)N.A., as Administrative Agent and L/C Issuer. The undersignedas Issuing Lender By Name: Title: XXXXX FARGO BANK, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and thatNATIONAL ASSOCIATION, as suchIssuing Lender By Name: Title: ROYAL BANK OF CANADA, he/she is authorized to execute and deliver this Compliance Certificate to as Issuing Lender By Name: Title: [Consented to:] 5 KIMCO REALTY CORPORATION By Name: Title: 4 To be added only if the consent of the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge terms of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]Credit Agreement.

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Term Commitment/Loans for all Lenders Amount of Term Commitment/Loans Assigned Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR By: Title: NAME OF ASSIGNEE By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term Commitment,” “Canadian Revolving Commitment”). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. The terms set forth in this Assignment are hereby agreed toConsented to and Accepted: By: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding AmericasJPMORGAN CHASE BANK, LLCN.A., as Administrative Agent Ladies and GentlemenBy Title: Reference is made to the Consented to: XXXX & BUSTER’S, INC. By Title: Credit and Guaranty Agreement Agreement, dated as of December [__]June 1, 2018 2010, and as amended by the First Amendment, dated as of May 13, 2011 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, time (the “Credit Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx PurchaserXxxx & Buster’s Holdings, Inc., a Delaware corporation Xxxx & Buster’s, Inc. (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products6131646 Canada Inc. (the “Canadian Borrower”, Inc., a Delaware corporation (“LPP” and immediately upon consummation of together with the AcquisitionUS Borrower, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“HoldingsBorrowers”), the other Subsidiaries of Holdings several lenders from time to time party theretoparties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as “Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(aAgent”) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]other agents parties thereto

Assigned Interest. Facility Assigned Aggregate Amount of Term Loans [Commitments / Revolving Credit Exposures]3 for all Lenders4 Amount of [Commitment / Revolving Credit Exposure]3 Assigned4 Percentage5 Assigned of [Commitments / Revolving Credit Exposures] 3 for all Lenders Amount of Term Loans Assigned Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] $ $ % $ $ % $ $ % [7. Trade Date: , 20 ]6 Effective Date: _____________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under the Assignment (e.g., “Revolving Credit Agreement”) 3 Use “Revolving Credit Exposure[s]” if Commitments have been terminated; otherwise, use “Commitment[s].” 4 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 5 Set forth, to at least 9 decimals, as a percentage of the Loans Commitments / Revolving Credit Exposures of all Lenders Banks thereunder. The terms set forth in this Assignment are hereby agreed to: 6 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]7 Accepted: UNION BANK, N.A., as Administrative Agent By: Name: Title: as Borrower [Consented to: AVISTA CORPORATION By: Name: Title: ] To[Consented to: Nomura Corporate Funding AmericasUNION BANK, LLCN.A., as Administrative Agent Ladies and Gentlemenan Issuing Bank By: Reference is made to the Credit and Guaranty Agreement dated as of December [__]Name: Title: XXXXX FARGO BANK, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees)NATIONAL ASSOCIATION, as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she an Issuing Bank By: Name: Title: 7 To be included if such consent is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge terms of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership RegulationCredit Agreement. , the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]as an Issuing Bank By: Name: Title: ]7

Assigned Interest. Facility Assigned Aggregate Amount of Term Multicurrency Revolving Commitments/Loans for all Lenders Amount of Term Multicurrency Revolving Commitments/Loans Commitments/Loans Assigned Percentage Assigned of Term Multicurrency Revolving Commitments/Loans Commitments/Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] $ $ % Aggregate Amount of US Dollar Revolving Commitments/Loans for all Lenders Amount of US Dollar Commitments/Loans Commitments/Loans Assigned Percentage Assigned of US Dollar Revolving Commitments/Loans Commitments/Loans2 $ $ % Effective Date: ____________ __, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to 1 Set forth, to at least 9 decimals, as a percentage of the Multicurrency Revolving Commitment/Loans of all Lenders thereunder. 2 Set forth, to at least 9 decimals, as a percentage of the US Dollar Revolving Commitment/Loans of all Lenders thereunder. #97249008v1998375113v7 whom all syndicate-level information (which may contain material non-public information) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR], By: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement dated as of December [:__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the ____________________________ Name: Title: [NAME OF ASSIGNEE], By:______________________________ Name: Title: Consented to and Accepted: CITIBANK, N.A., AS ADMINISTRATIVE AGENT, By:______________________________ Name: Title: [Consented to: CF INDUSTRIES, INC., as the Lead Borrower By:______________________________ Name: Title:]3 3 To be added only if the consent of the Borrower, and that, as such, he/she Lead Borrower is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge terms of the undersigned Responsible Officer and to Credit Agreement. #97249008v1998375113v7 [Consented to: [ISSUING BANKS], By:______________________________ Name: Title:]4 [Consented to: [SWINGLINE LENDER], By:______________________________ Name: Title:]5 4 To be added only if the extent consent of the Issuing Banks is required by the Beneficial Ownership Regulation, terms of the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned Assigned11 Aggregate Amount of Term Commitment/Loans for all Lenders Lenders12 Amount of Term Commitment/Loans Assigned Percentage Assigned of Term Loans1 Commitment/ Loans13 CUSIP Number $ — $ — — % [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] $ $ % $ $ % 7. Trade Date: ]14 Effective Date: _____________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to:]16 By: Title: 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term A Commitment”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: By: Name: Title: By: Name: Title: 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative of the Trade Date. 15 To be added only if the consent of the Adminstative Agent Ladies and Gentlemen: Reference is made to required by the terns of the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, Agreement. 16 To be added only if the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation consent of the AcquisitionBorrower and/or other parties (e.g. Swing Line Lender, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she ) is the _______________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on behalf of the Borrower that as of the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of [Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge terms of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Term Commitment/Loans for all Lenders Lenders* Amount of Term Commitment/Loans Assigned Assigned* Percentage Assigned of Term Loans1 [Term Loans] [Incremental Term Loans][Incremental Equivalent Debt] Commitment/Loans5 $ $ % $ $ % Effective $ $ % Closing Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE CLOSING DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. The terms set forth in this Assignment and Acceptance are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: By: Name: Title: as Borrower By: Name: Title: ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. The undersigned, a Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the __________________________________ Title: [NAME OF ASSIGNEE] By: ____________________________________ Title: Accepted: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Closing Date. 5 Set forth, to at least 9 decimals, as a percentage of the BorrowerCommitment / Loans of all Lenders thereunder. By: __________________________________ Title: [Consented to:]6 [CONTAINER LEASING INTERNATIONAL, and thatLLC (D/B/A CARLISLE LEASING INTERNATIONAL, LLC and/or SEACASTLE CONTAINER LEASING, LLC and/or SEACUBE CONTAINERS, LLC) By: _________________________________ Title:] 6 So long as suchno Default or Event of Default has occurred or is continuing, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf consent of the Borrower is required under §15.2(a) of the Credit Agreement for any assignment under $5,000,000, unless either (A) the assignment of is for the entire remaining amount of the assigning Lender’s Commitment and its Restricted Subsidiariesthe Loans at the time owing to it, in such capacity or (B) the assignment is to a Lender, an Affiliate of a lender or an Approved Fund. In addition, unless a Default or an Event of Default has occurred and without any personal liabilityis continuing, and hereby certifies on behalf the consent of the Borrower that as of is required if the date hereof: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(aAssignee is being designated an “Eligible Assignee” pursuant to clause (d) of the Agreement for definition of Eligible Assignee in the fiscal year of [Holdings] and its Subsidiaries ended as of the above dateCredit Agreement. THE FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 3, together with the report and opinion of the independent certified public accountant required by such Section. Also attached hereto as Schedule 1 are [2010, AMONG CONTAINER LEASING INTERNATIONAL, LLC (iD/B/A CARLISLE LEASING INTERNATIONAL, LLC and/or SEACASTLE CONTAINER LEASING, LLC and/or SEACUBE CONTAINERS, LLC)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings] ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operationsTHE LENDERS PARTIES THERETO, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such date and for such periodDEUTSCHE BANK TRUST COMPANY AMERICAS, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements]. [2. To the knowledge of the undersigned Responsible OfficerAS ADMINISTRATIVE AGENT, no Default has occurred during such fiscal period and is continuing on the Financial Statement Date.] [2. To the knowledge of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred during such fiscal period and is continuing on the Financial Statement Date:] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) has occurred during such fiscal period.] [3. To the knowledge of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]AND THE OTHER AGENTS PARTIES THERETO